SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[Amendment No. ____]
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Antennas America, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
Not applicable
--------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
Not applicable
--------------------------------------------------------------------
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):
Not applicable
--------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
Not applicable
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5. Total fee paid:
Not applicable
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|_| 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: Not applicable
2. Form, Schedule or Registration Statement No.: Not applicable
3. Filing Party: Not applicable
4. Date Filed: Not applicable
<PAGE>
ANTENNAS AMERICA, INC.
4860 Robb St., Suite 101
Wheat Ridge, Colorado 80033-2163
(303) 421-4063
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held May 15, 1998
The Annual Meeting of the stockholders of Antennas America, Inc. (the
"Company") will be held on May 15, 1998 at 3:00 p.m. (local time) at the
Company's offices at 4860 Robb Street, Suite 101, Wheat Ridge, Colorado 80033,
for the following purposes:
1. To elect a Board Of Directors consisting of six Directors;
2. To consider and vote upon a proposal recommended by the Board Of
Directors to approve the Company's 1997 Stock Option And Compensation
Plan;
3. To consider and vote upon a proposal recommended by the Board Of
Directors to approve and ratify the issuance of options and shares of
Common Stock to non-employee directors; and
4. To transact any other business that properly may come before the
meeting.
Only the stockholders of record as shown on the transfer books of the
Company at the close of business on April 15, 1998 are entitled to notice of,
and to vote at, the Stockholder Meeting.
All stockholders, regardless of whether they expect to attend the meeting
in person, are requested to complete, date, sign and return promptly the
enclosed form of proxy in the accompanying envelope (which requires no postage
if mailed in the United States). The person executing the proxy may revoke it by
filing with the Secretary of the Company an instrument of revocation or a duly
executed proxy bearing a later date, or by electing to vote in person at the
stockholder meeting.
ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE
STOCKHOLDER MEETING.
By the Board Of Directors
Randall P. Marx
Chief Executive Officer
Wheat Ridge, Colorado
April 20, 1998
<PAGE>
PROXY STATEMENT
ANTENNAS AMERICA, INC.
4860 Robb St., Suite 101
Wheat Ridge, Colorado 80033-2163
(303) 421-4063
ANNUAL MEETING OF STOCKHOLDERS
to be held
May 15, 1998
This Proxy Statement is provided in connection with the solicitation of
proxies by the Board Of Directors of Antennas America, Inc., a Utah corporation
(the "Company"), to be voted at the Annual Meeting Of Stockholders of the
Company to be held at 3:00 p.m. (local time) on May 15, 1998 at the Company's
offices at 4860 Robb Street, Suite 101, Wheat Ridge, Colorado or at any
adjournment or postponement of the meeting. The Company anticipates that this
Proxy Statement and the accompanying form of proxy will be first mailed or given
to stockholders of the Company on or about April 20, 1998.
The shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the instructions
indicated on the proxies. Unless otherwise directed, the shares represented by
proxies will be voted for each of the six nominees for director whose names are
set forth on the proxy card and in favor of the adoption of the 1997 Stock
Option And Compensation Plan and the issuance of shares of Common Stock and
options to non-employee directors, as described in this Proxy Statement.
A stockholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person
at the Annual Meeting, that the proxy be returned.
The solicitation of proxies is to be made principally by mail; however,
following the original solicitation, further solicitations may be made by
telephone or oral communication with stockholders of the Company. Officers,
directors and employees of the Company may solicit proxies, but without
compensation for such solicitation other than their regular compensation as
employees of the Company. Arrangements also will be made with brokerage houses
and other custodians, nominees and fiduciaries to forward solicitation materials
to beneficial owners of the shares held of record by those persons. The Company
may reimburse those persons for reasonable out-of-pocket expenses incurred by
them in so doing. All expenses involved in preparing, assembling and mailing
this Proxy Statement and the enclosed material will be paid by the Company. A
majority of the issued and outstanding shares of the Company's common stock (the
"Common Stock") entitled to vote, represented either in person or by proxy,
constitutes a quorum at any meeting of the stockholders.
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect six members to serve as
directors on the Board of Directors of the Company. Each director will be
elected to hold office until the next annual meeting of stockholders and
thereafter until his successor is elected and qualified. The affirmative vote of
a majority of the shares represented at the meeting is required to elect each
director. Cumulative voting is not permitted in the election of directors.
Consequently, each stockholder is entitled to one vote for each share of Common
Stock held in his or her name. In the absence of instructions to the contrary,
the person named in the accompanying proxy shall vote the shares represented by
that proxy for the persons named below as management's nominees for directors of
the Company. Each of the nominees other than Mr. Huebner currently is a director
of the Company.
<PAGE>
Each of the nominees has consented to be named herein and to serve on the
Board if elected. It is not anticipated that any of the nominees will become
unable or unwilling to accept nomination or election, but, if that should occur,
the persons named in the proxy intend to vote for the election of such other
person as the Board Of Directors may recommend.
The following table sets forth, with respect to each nominee for director,
the nominee's age, his positions and offices with the Company, the expiration of
his term as a director, and the year in which he first became a director of the
Company. Individual background information concerning each of the nominees
follows the table. For additional information concerning the nominees, including
stock ownership and compensation, see "EXECUTIVE COMPENSATION", "STOCK OWNERSHIP
OF DIRECTORS AND PRINCIPAL STOCKHOLDERS", and "CERTAIN TRANSACTIONS WITH
MANAGEMENT AND PRINCIPAL STOCKHOLDERS".
Expiration
Position With The Of Term As Initial Date
Name Age Company Director as Director
---- --- ----------------- ----------- ------------
Randall P. Marx 45 Chief Executive 1998 Annual 1990
Officer; Treasurer; Meeting
and Director
Kevin O. Shoemaker 43 Chairman of the 1998 Annual 1989
Board; Chief Meeting
Scientist; and
Director
Richard L. Anderson (1) 49 Vice President; 1998 Annual 1994
Secretary and Meeting
Director
Bruce Morosohk 39 Director 1998 Annual 1989
Meeting
Sigmund A. Balaban (1) 56 Director 1998 Annual 1994
Meeting
Donald A. Huebner 53 Nominee for Director -- --
__________________________
(1) Member of the Compensation Committee of the Board Of Directors.
2
<PAGE>
Randall P. Marx has served as Chief Executive Officer since November 1991,
as a director since May 1990, and as Treasurer since December 1994. From May
1990 until November 1991, Mr. Marx advised the Company with respect to marketing
matters. From 1989 to 1991, Mr. Marx served as a consultant to three domestic
and international electronic companies. His responsibilities primarily consisted
of administrative, financing, marketing and other matters. From 1983 until 1989,
Mr. Marx served as President of THT Lloyd's Inc., Lloyd's Electronics Corp. and
Lloyd's Electronics Hong Kong Ltd., international consumer electronics
companies. THT Lloyd's Inc. purchased the Lloyd's Electronics business from
Bacardi Corp. in 1986. Prior to 1983, Mr. Marx owned a sales and marketing
company involved in the consumer electronics business.
Kevin O. Shoemaker has served as the Chairman of the Board of the Company
since 1989. He also served as Executive Vice President from May 1990 until
November 1991 and as President from November 1991 until April 1994. Mr.
Shoemaker's prior employment included serving as a design engineer for Martin
Marietta Aerospace, an aerospace defense contractor, and as a technical
specialist for Ball Aerospace Systems, an aerospace contractor.
Richard L. Anderson has served as a director of the Company beginning in
December 1994. From March 1, 1995 until December 31, 1995, he served as a
part-time consultant to assist with the general operations of the Company. Since
January 1, 1996, Mr. Anderson has served as Vice President of Administration for
the Company, and since March 2, 1998 he has held the position of Secretary. From
1990 to 1995, Mr. Anderson served as an independent financial contractor
underwriting residential and commercial real estate first mortgage credit
packages. From October 1985 until March 1990, Mr. Anderson served as Senior Vice
President, Administration of Westline Mortgage Corporation, a Denver, Colorado
based mortgage loan company that was a subsidiary of Bank Western Federal
Savings. Prior to October 1985, Mr. Anderson served as Vice President, Human
Resources for Midland Federal Savings.
Bruce Morosohk has served as a director of the Company since 1989. He also
served as Secretary of the Company from 1988 until March 1998 and as Treasurer
from November 1991 to December 1994. From 1980 until 1991, Mr. Morosohk was
employed by R. Greenberg and Associates, a private film production firm, serving
as a cameraman from 1981 to 1988, as manager of the Animation Department from
1988 to 1989, and as Director of Animation from 1989 to 1991.
Sigmund A. Balaban has served as director of the Company since December
1994. Mr. Balaban has served as Vice President, Credit of Teknika Electronics of
Fairfield, New Jersey, since 1986 and as Senior Vice President and General
Manager of Teknika Electronics since 1992. In October 1995, Teknika Electronics
changed its name to Fujitsu General America, Inc. Fujitsu General America, Inc.
is a subsidiary of Fujitsu General, Ltd., a Japanese multiline manufacturer.
Donald A. Huebner has served as Department Staff Engineer of Lockheed
Martin Astronautics in Denver, Colorado since 1986. In this capacity, Dr.
Huebner served as technical consultant for phased array and space craft antennas
as well as other areas concerning antennas and communications. Prior to joining
Lockheed Martin, Dr. Huebner served in various capacities with Ball
Communication Systems and Hughes Aircraft Company. Dr. Huebner also has served
as a part-time faculty member in the electrical engineering departments at the
University of Colorado at Boulder, California State University at Northridge,
and University of California, Los Angeles ("UCLA"). Dr. Huebner also has served
as consultant to various companies, including as a consultant to the Company
from 1990 to the present. Dr. Huebner received his Bachelor of Science in
Electrical Engineering from UCLA in 1966 and his Masters of Science in
Electrical Engineering from UCLA in 1968. Dr. Huebner received his Ph.D. from
UCLA in 1972 and a Masters in Telecommunications from the University of Denver
in 1996. Dr. Huebner is a member of a number of professional societies,
including the Antennas And Propagation Society and Microwave Theory And
Technique Society of the Institute of Electrical and Electronic Engineers.
3
<PAGE>
Each of the Company's officers serves at the pleasure of the Company's
Board of Directors. There are no family relationships among the Company's
officers and directors except that Messrs. Shoemaker and Morosohk are
brothers-in-law.
Committees And Meetings
The Board Of Directors does not maintain an audit committee or a nominating
committee. The Company maintains a compensation committee, which consists of
Messrs. Balaban and Anderson.
The Board Of Directors met five times during 1997 and each director
participated in all meetings of the Board Of Directors, except that James H.
Shook did not participate in any meetings of the Board Of Directors. Notices of
each Board Of Directors meeting held by the Company in 1997 that were sent to
the last known address for Mr. Shook were returned by the U.S. Post Office.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
The Company believes that during the year ended December 31, 1997, its officers,
directors and holders of more than 10% of the Company's common stock complied
with all Section 16(a) filing requirements, except that Richard L. Anderson, a
Vice President and director of the Company, did not timely file a Form 4 or a
Form 5 with respect to the following transactions: (i) the receipt of a stock
bonus of 350,000 shares in March 1996, (ii) the receipt in March 1996 of options
to purchase up to 350,000 shares for $.05 per share for two years and the
purchase in April 1997 of 300,000 shares upon the exercise of that option, (iii)
the purchase of 29,500 shares for $.115 per share and 36,500 shares for $.13 per
share in January 1997 by Mr. Anderson's individual retirement account and by a
trust (the "Trust") for which Mr. Anderson serves as trustee, respectively, and
(iv) the purchase of 100,000 shares for $.067 per share in December 1997 by the
Trust. In making these statements, the Company has relied upon the written
representations of its directors and officers and the Company's review of the
monthly statements of changes filed with the Company by its officers and
directors.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth in summary form the compensation received during
each of the Company's three successive completed fiscal years ended December 31,
1997 by the Chief Executive Officer and Chairman Of The Board of the Company. No
executive officer of the Company, including the Chief Executive Officer and the
Chairman Of The Board, received total salary and bonus exceeding $100,000 during
any of the three successive fiscal years ending December 31, 1997.
4
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------
Annual Compensation Awards Payouts
---------------------------------------- ---------------------------
Other Annual Restricted LTIP All other
Name and Principal Fiscal Salary Bonus Compensation Stock Options Payouts Compensation
Position Year ($)(1) ($)(2) ($)(3) Awards($) (#) ($)(4) ($)(5)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Randall P. Marx 1997 $75,000 $10,100 -0- -0- -0- -0- -0-
Chief Executive Officer,
Treasurer and a Director 1996 75,000 -0- -0- -0- -0- -0- -0-
1995 75,000 10,030 -0- -0- -0- -0- -0-
Kevin O. Shoemaker 1997 $54,000 -0- -0- -0- -0- -0- -0-
Chairman Of The Board,
Chief Scientist, and a 1996 54,000 -0- -0- -0- -0- -0- -0-
Director
1995 54,000 -0- -0- -0- -0- -0- -0-
</TABLE>
___________________
(1) The dollar value of base salary (cash and non-cash) received during the
year indicated.
(2) The dollar value of bonus (cash and non-cash) received during the year
indicated.
(3) During the period covered by the Summary Compensation Table, the
Company did not pay any other annual compensation not properly categorized as
salary or bonus, including perquisites and other personal benefits, securities
or property.
(4) The Company does not have in effect any plan that is intended to serve
as incentive for performance to occur over a period longer than one fiscal year
except for the Company's 1997 Stock Option And Compensation Plan.
(5) All other compensation received that the Company could not properly
report in any other column of the Summary Compensation Table including annual
Company contributions or other allocations to vested and unvested defined
contribution plans, and the dollar value of any insurance premiums paid by, or
on behalf of, the Company with respect to term life insurance for the benefit of
the named executive officer, and, the full dollar value of the remainder of the
premiums paid by, or on behalf of, the Company.
1997 Stock Option And Compensation Plan. In November 1997, the Board of
Directors approved the Company's 1997 Stock Option And Compensation Plan (the
"Plan"). Pursuant to the Plan, the Company may grant options to purchase an
aggregate of 5,000,000 shares of the Company's Common Stock to key employees,
directors, and other persons who have or are contributing to the success of the
Company. The options granted pursuant to the Plan may be incentive options
qualifying for beneficial tax treatment for the recipient or they may be
non-qualified options. The Plan is administered by an option committee that
determines the terms of the options subject to the requirements of the Plan,
except that the option committee shall not administer the Plan with respect to
automatic grants of options to directors of the Company who are not also
employees of the Company ("Outside Directors"). The option committee may be the
entire Board or a committee of the Board. Outside Directors automatically
receive options to purchase 250,000 shares pursuant to the Plan at the time of
their election as an Outside Director. These options held by Outside Directors
are not exercisable at the time of grant. Options to purchase 50,000 shares
become exercisable for each meeting of the Board of Directors attended by each
Outside Director on or after the date of grant of the options to that Outside
Director. The exercise price for options granted to Outside Directors is equal
5
<PAGE>
to the fair market value of the Company's Common Stock on the date of grant. All
options granted to Outside Directors expire five years after the date of grant.
On the date that all of an Outside Director's options have become exercisable,
options to purchase an additional 250,000 shares, which are not exercisable at
the time of grant, shall be granted to that Outside Director. Mr. Balaban, the
sole Outside Director on November 19, 1997, received options to purchase 250,000
shares, at an exercise price of $.08 per share, pursuant to the Plan on November
19, 1997. Grants of options pursuant to the Plan are conditioned upon the
approval of the Plan by the Company's stockholders on or before November 18,
1998. No options granted under the Plan may be exercised until 60 days after
stockholder approval. See below, "PROPOSAL TO ADOPT 1997 STOCK OPTION AND
COMPENSATION PLAN".
Compensation Of Outside Directors. Outside Directors are paid $250 for each
meeting of the Board of Directors that they attend. For meetings in excess of
four meetings per year, Outside Directors will receive $50 per meeting. Pursuant
to the Plan, Outside Directors may elect to receive payment of the meeting fee
in the form of the Company's restricted Common Stock at a rate per share equal
to the fair market value of the Company's Common Stock on the date of the
meeting by informing the Company's Secretary, Chief Executive Officer or
President of that election on or before the date of the meeting. Directors also
will be reimbursed for expenses incurred in attending meetings and for other
expenses incurred on behalf of the Company. In addition, each director who is
not an employee automatically receives options to purchase shares of Common
Stock pursuant to the Plan. See above, "- 1997 Stock Option And Compensation
Plan".
Prior to the adoption of the Plan in November 1997, the Company granted
options ("Outside Director Options") and shares ("Outside Director Shares") to
the Outside Directors commencing in January 1995. On January 3, 1995, Outside
Director Options to purchase 250,000 shares at an exercise price of $.05 per
share were granted to each of Sigmund A. Balaban and Richard L. Anderson, who
both were Outside Directors at the time. The closing bid price for the Common
Stock was $.001 per share on January 3, 1995. All options granted to Mr. Balaban
are now exercisable. Of the options granted to Mr. Anderson, 150,000 are now
exercisable and the remaining 100,000 will not become exercisable because Mr.
Anderson is no longer an Outside Director because he became an officer and
employee of the Company in January 1996. Outside Director Options to purchase an
additional 250,000 shares were issued to Mr. Balaban on December 26, 1996 at an
exercise price of $.0475 per share, which was the closing bid price on the date
of grant. All these options are now exercisable and may be exercised until
December 26, 2001. For the period from January 1995 through the adoption of the
Plan in November 1997, Outside Directors were allowed to receive their meeting
attendance fees in the form of Common Stock based on the fair market value of
the Common Stock on the date of the meeting. Mr. Balaban and Mr. Anderson
elected to receive an aggregate of 44,128 shares pursuant to this arrangement.
The grant of the Outside Director Options and the issuance of the Outside
Director Shares is subject to stockholder approval, which will be requested at
the Annual Meeting. In addition, no Outside Director Options may be exercised
until 60 days after the stockholder approval. See "PROPOSAL TO APPROVE OUTSIDE
DIRECTOR OPTIONS AND SHARES."
6
<PAGE>
Option Grants. In addition to the automatic grant of options to the Outside
Director described above under " -1997 Stock Option And Compensation Plan",
stock options have been granted pursuant to the Company's Plan on three
occasions. On November 19, 1997, each of three employees was granted options to
purchase 100,000 shares, for an aggregate of 300,000 shares, at an exercise
price of $.10 per share, contingent upon certain corporate goals being met.
These options expire on November 19, 1999. On March 25, 1998, options to
purchase up to 1,000,000 shares at an exercise price of $.135 per share were
issued to Richard L. Anderson. These options become exercisable over a two-year
period and only if Mr. Anderson enters into a written employment contract with
the Company and only if certain performance criteria are met. These options
expire two years after becoming exercisable. On April 14, 1998, options to
purchase 50,000 shares at an exercise price of $.12 per share were issued to an
employee of the Company. These options become exercisable upon certain corporate
goals being met and expire on April 14, 2000. Also on April 14, 1998, the
issuance of options to purchase up to 300,000 shares of common stock were
granted to Julie Grimm, who has agreed to become the Company's Chief Financial
Officer commencing April 28, 1998. The exercise price of these options will be
equal to the closing bid price for the Company's Common Stock on the date that
Ms. Grimm's employment commences. Of these options, options to purchase 100,000
shares will become exercisable 90 days after her employment commences and the
remaining options to purchase 200,000 shares will become exercisable one year
after her employment commences. The respective options terminate two years after
they first become exercisable. All these options are conditioned upon the
approval of the Plan by the Company's stockholders on or before November 18,
1998.
Employment Contracts And Termination of Employment And Change-In-Control
- --------------------------------------------------------------------------------
Arrangements
- ------------
Effective as of March 19, 1998, the Company entered into an Employment
Agreement with Kevin O. Shoemaker, the Chairman of the Board and Chief Scientist
of the Company. The Employment Agreement provides for a two-year term at an
annual salary rate of not less than $66,000 per year. Mr. Shoemaker's annual
salary rate pursuant to the Employment Agreement will increase by $4,000 if the
Company has net profits of at least $300,000 in 1998 and Mr. Shoemaker meets
certain personal performance criteria. If these criteria are met, Mr. Shoemaker
also will receive a bonus in 1999 ranging from $10,000 if the Company has net
profits in 1998 of at least $300,000 up to a bonus of $30,000 if the Company has
net profits of at least $900,000 in 1998. In connection with the Employment
Agreement, Mr. Shoemaker agreed not to dispose of any shares of Common Stock
owned by him prior to December 31, 1999 without the prior written consent of the
Company.
The Company does not have any written employment contracts with respect to
any of its other executive officers. However, the Company does anticipate
entering into a written employment agreement with Randall P. Marx, the Company's
Chief Executive Officer and Richard L. Anderson, Vice President, Administration.
Both Messrs. Marx and Anderson's prior employment contracts expired December 31,
1997. The Company has no compensatory plan or arrangement that results or will
result from the resignation, retirement, or any other termination of an
executive officer's employment with the Company or from a change-in-control of
the Company or a change in an executive officer's responsibilities following a
change-in-control, except that the Plan provides for vesting of all outstanding
options in the event of the occurrence of a change-in-control.
7
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND PRINCIPAL STOCKHOLDERS
The following table summarizes certain information as of April 15, 1998
with respect to the beneficial ownership of the Company's common stock (i) by
the Company's directors, (ii) by stockholders known by the Company to own 5% or
more of the Company's common stock, and (iii) by all officers and directors as a
group.
Name And Address Of Number Of Shares
Beneficial Owner Beneficially Owned Percent of Class
- ----------------------------------------------------------------------------
Richard L. Anderson 2,481,000 (1) 3.3
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Sigmund A. Balaban 750,759 (2) 1.0
10 Grecian Street
Parsippany, NJ 07054
Randall P. Marx 7,005,000 (3) 9.5
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Bruce Morosohk 5,491,117 (4) 7.4
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Kevin O. Shoemaker 6,434,474 (5) 8.7
Antennas America Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Rocky Mountain Gastroenterology 4,500,000 6.1
P.C. Profit Sharing Trust
6550 West 38th Ave., Suite 300
Wheat Ridge, CO 80033
Millennium Holdings Group, Inc. 6,000,000 (6) 7.5
2200 Corporate Boulevard, N.W.
Suite 311
Boca Raton, FL 33431
All Officers and Directors 22,162,350 (1)(2) 29.3
as a group (five persons)
- --------------------
8
<PAGE>
(1) Includes 636,500 shares owned by the Lloyd Anderson Marital Trust B Dated
June 21, 1990, for which Richard L. Anderson serves as trustee, 15,000 Outside
Director Shares for Board meeting attendance fees at the time that Mr. Anderson
was an Outside Director, Outside Director Options to purchase 150,000 shares for
$.05 per share that expire on January 3, 2000, and options under the Plan to
purchase up to 1,000,000 shares for $.135 per share, which become exercisable
over a two year period and only if Mr. Anderson enters into a written employment
contract with the Company and certain performance criteria are met, and which
options expire two years after becoming exercisable. The Outside Director Shares
and Outside Director Options are contingent upon stockholder approval, and the
options under the Plan are contingent upon stockholder approval of the Plan on
or before November 18, 1998.
(2) Consists of 44,128 Outside Director Shares, 6,631 shares to be issued under
the Plan for Board meeting attendance fees as an Outside Director, Outside
Director Options to purchase 250,000 shares at $.05 per share until January 3,
2000, Outside Director Options to purchase 250,000 shares at $.0475 per share
until December 26, 2001, and the 200,000 shares underlying the currently
exercisable portion of options under the Plan to purchase 250,000 shares at $.08
per share until November 19, 2002. The Outside Director Shares and Outside
Director Options are contingent upon stockholder approval, and the shares and
options under the Plan are contingent upon stockholder approval of the Plan on
or before November 18, 1998.
(3) Includes 835,000 shares owned by the Harold and Theora Marx Living Trust, of
which Mr. Marx's parents are trustees. Mr. Marx disclaims beneficial ownership
of these shares.
(4) Does not include the following shares as to which Mr. Morosohk disclaims
beneficial ownership: (a) 6,434,474 shares owned by Kevin Shoemaker, Mr.
Morosohk's brother-in-law, and (b) an aggregate of 191,780 shares owned by Mr.
Morosohk's siblings and their respective spouses.
(5) Does not include 5,491,117 shares owned by Bruce Morosohk, Mr. Shoemaker's
brother-in-law, as to which shares Mr. Shoemaker disclaims beneficial ownership.
(6) Consists of currently exercisable options to purchase 2,000,000 shares for
$.06 per share until the earlier to occur of January 2, 2000 or 120 days after
the effective date of a registration statement covering the sale of the shares
underlying that option (the "Registration Statement"), 2,000,000 shares for $.10
per share until the earlier to occur of January 2, 2002 or 365 days after the
effective date of the Registration Statement, and 2,000,000 shares for $.30 per
share until the earlier to occur of January 2, 2002 or 365 days after the
effective date of the Registration Statement.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND PRINCIPAL STOCKHOLDERS
During 1997, there were no transactions between the Company and its
directors, executive officers or known holders of greater than five percent of
the Company's Common Stock in which the amount involved exceeded $60,000 and in
which any of the foregoing persons had or will have a material interest.
9
<PAGE>
PROPOSAL TO ADOPT 1997 STOCK OPTION AND COMPENSATION PLAN
The Board of Directors has adopted, subject to stockholder approval, the
Company's 1997 Stock Option And Compensation Plan (the "Plan"). The Plan will
terminate, and all options and shares granted under the Plan will be void, if
the Plan is not approved by the Company's stockholders on or before November 18,
1998.
Shares of Common Stock and options (the "Options") to purchase shares of
Common Stock may be granted pursuant to the Plan in any combination up to
5,000,000 shares of Common Stock. The Options granted pursuant to the Plan may
be either Incentive Options, Non-Qualified Options or Non-Qualified
Non-Discretionary Options. The Plan is intended to provide incentives to key
employees, directors and other persons who have or are contributing to the
success of the Company by offering them Options to purchase shares of the
Company's Common Stock. The effect of the adoption of the Plan will allow the
Company to grant options from time to time and thereby augment its program of
providing incentives to employees and other persons. The terms of the Plan
concerning Incentive Options and Non-Qualified Options are substantially the
same except that only employees of the Company or its subsidiaries are eligible
for Incentive Options and employees and other persons who have contributed or
are contributing to the success of the Company are eligible for Non-Qualified
Options. Non-Qualified Non-Discretionary Options may only be granted to Outside
Directors who are contributing to the Company. Grants of shares of Common Stock
("Grant Shares") may be made only to Outside Directors who elect to receive the
payment of their meeting attendance fee (currently $250 per meeting) in shares
of the Company's Common Stock rather than cash. The number of Options and Grant
Shares authorized is a maximum aggregate so that the number of Incentive Options
granted reduces the remaining number of Options that can be granted as
Non-Qualified Options, Non-Qualified Non-Discretionary Options or Incentive
Options and the number of Grant Shares that may be granted; and similarly for
grants of Non-Qualified Options, Non-Qualified Non-Discretionary Options, and
Grant Shares. There currently are approximately 47 employees eligible to receive
Incentive Options, one Outside Director currently eligible to receive
Non-Qualified Non-Discretionary Options and Grant Shares, and an unspecified
number of persons eligible to receive Non-Qualified Options.
Grants of options under the Plan to employees and officers, which are
subject to the stockholders' approval of the Plan, are disclosed above under the
heading "Executive Compensation - Option Grants" and below under the heading
"New Plan Benefits". Grants of options and Grant Shares to the Outside
Directors, which also are subject to stockholder approval of the Plan, are
disclosed below under the heading "New Plan Benefits".
The portion of the Plan concerning Incentive Options and Non-Qualified
Options will be administered by the Option Committee, which may consist of
either (i) the Company's Board of Directors, or (ii) a committee, appointed by
the Board of Directors, of two or more non-employee directors. A non-employee
director is a director who (i) is not currently an officer or employee of the
Company or any of its subsidiaries; (ii) does not receive compensation from the
Company in excess of $60,000 for services rendered other than as a director; and
(iii) is not involved in a transaction that is required to be disclosed in the
Company's Form 10-KSB and proxy reports as a related party transaction. The
Option Committee has discretion to select the persons to whom Incentive Options
and Non-Qualified Options will be granted ("Optionees"), the number of shares to
be granted, the term of those Options and the exercise price of those Options.
However, no Option may be exercisable more than 10 years after the granting of
the Option, and no Incentive Option or Non-Qualified Option may be granted under
the Plan after November 18, 2007.
10
<PAGE>
The Plan provides that the exercise price of Incentive Options granted
cannot be less than the fair market value of the underlying Common Stock on the
date the Incentive Options are granted. No Incentive Option may be granted to an
employee who, at the time the Incentive Option would be granted, owns more than
ten percent of the outstanding stock of the Company unless the exercise price of
the Incentive Option granted to the employee is at least 110 percent of the fair
market value of the stock subject to the Incentive Option, and the Incentive
Option is not exercisable more than five years from the date of grant. In
addition, the aggregate fair market value (determined as of the date an Option
is granted) of the Common Stock underlying the Options granted to a single
employee which become exercisable in any single calendar year may not exceed the
maximum permitted by the Internal Revenue Code for incentive stock options. This
amount currently is $100,000.
The portion of the Plan concerning Non-Qualified Non-Discretionary Option
provides that Outside Directors automatically receive options to purchase
250,000 shares pursuant to the Plan at the time of their election as an Outside
Director. These options held by Outside Directors are not immediately
exercisable at the time of grant. Options to purchase 50,000 shares become
exercisable for each meeting of the Board of Directors attended by each Outside
Director on or after the date of grant of the options to that Outside Director.
The exercise price for options granted to Outside Directors is the fair market
value of the Company's Common Stock on the date of grant. All options granted to
Outside Directors expire five years from the date of grant. On the date that all
of an Outside Director's options have become exercisable, options to purchase an
additional 250,000 shares, which are not exercisable at the time of grant, shall
be granted to that Outside Director. The exercise price for the Non-Qualified
Non-Discretionary Options shall be the fair market value of the Company's Common
Stock on the date the Options are granted. Shares acquired upon exercise of
these Options cannot be sold for six months following the date of grant. If not
previously exercised, Non-Qualified Non-Discretionary Options that have been
granted expire upon the later to occur of five years after the date of grant and
two years after the date those Options first became exercisable. The
Non-Qualified Non-Discretionary Options also expire 90 days after the
optionholder ceases to be a director of the Company. Outside Directors also may
elect to receive their meeting attendance fees, which currently are $250 per
meeting up to the first four meeting per year and $50 per meeting thereafter, in
the form of Grant Shares under the Plan. The election to receive Grant Shares
must be made at or prior to the meeting for which the meeting fee is payable.
The number of Grant Shares is determined by dividing the amount of the meeting
fee by the fair market value of the Company's Common Stock on the date of the
meeting.
All options granted under the Plan will become fully exercisable upon the
occurrence of a change in control of the Company or certain mergers or other
reorganizations or asset sales described in the Plan.
Options granted pursuant to the Plan will not be transferable during the
Optionee's lifetime. Subject to the other terms of the Plan, the Option
Committee has discretion to provide vesting requirements and specific expiration
provisions with respect to the Incentive Options and Non-Qualified Options
granted.
Although the Company may in the future register with a registration
statement the issuance of the options and underlying shares of Common Stock
issuable pursuant to the Plan, the Company currently plans to use the exemption
from registration set forth in Section 4(2) of the Securities Act Of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder due to the limited number, and of the relationship to the Company, of
the persons currently anticipated to participate in the Plan. The Common Stock
acquired through the exercise of the Options may be reoffered or resold only
pursuant to an effective registration statement or pursuant to Rule 144 under
the Securities Act or another exemption from the registration requirements of
the Securities Act.
In the event a change, such as a stock split, is made in the Company's
capitalization which results in an exchange or other adjustment of each share of
Common Stock for or into a greater or lesser number of shares, appropriate
adjustment shall be made in the exercise price and in the number of shares
11
<PAGE>
subject to each outstanding Option. The Option Committee also may make
provisions for adjusting the number of shares subject to outstanding Options in
the event the Company effects one or more reorganizations, recapitalizations,
rights offerings, or other increases or reductions of shares of the Company's
outstanding Common Stock.
The Board of Directors may at any time terminate the Plan or make such
amendments or modifications to the Plan that the Board of Directors deems
advisable, except that no amendments may impair previously outstanding Options
and amendments that materially modify eligibility requirements for receiving
Options, that materially increase the benefits accruing to persons eligible to
receive Options or Grant Shares, or that materially increase the number of
shares under the Plan must be approved by the Company's stockholders.
The Incentive Options issuable under the Plan are structured to qualify for
favorable tax treatment provided for "incentive stock options" by Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). All references to
the tax treatment of the Incentive Options are under the Code as currently in
effect. Pursuant to Section 422 of the Code, Optionees will not be subject to
federal income tax at the time of the grant or at the time of exercise of an
Incentive Option. In addition, provided that the stock underlying the Incentive
Option is not sold less than two years after the grant of the Incentive Option
and is not sold less than one year after the exercise of the Option, then the
difference between the exercise price and the sales price will be treated as
long-term capital gain or loss. An Optionee also may be subject to the
alternative minimum tax upon exercise of his Incentive Options. The Company will
not be entitled to receive any income tax deductions with respect to the
granting or exercise of Incentive Options or the sale of the Common Stock
underlying the Incentive Options.
Non-Qualified and Non-Qualified Non-Discretionary Options will not qualify
for the special tax benefits given to Incentive Options under Section 422 of the
Code. An Optionee does not recognize any taxable income at the time he is
granted a Non-Qualified Option or Non-Qualified Non-Discretionary Option.
However, upon exercise of these Options, the Optionee recognizes ordinary income
for federal income tax purposes measured by the excess, if any, of the then fair
market value of the shares over the exercise price. The ordinary income
recognized by the Optionee will be treated as wages and will be subject to
income tax withholding by the Company. Upon an Optionee's exercise of a
Non-Qualified Option or Non-Qualified Non-Discretionary Option, the Company will
be entitled to a tax deduction in the amount recognized as ordinary income to
the Optionee provided that the Company effects withholding with respect to the
deemed compensation. Upon an Optionee's sale of shares acquired pursuant to the
exercise of a Non-Qualified Option or Non-Qualified Non-Discretionary Option,
any difference between the sale price and the fair market value of the shares on
the date when the Option was exercised will be treated as long-term or
short-term capital gain or loss.
There currently are options to purchase 1,900,000 shares of Common Stock
and 6,631 Grant Shares outstanding under the Plan. The options and Grant Shares
will be void if the stockholders do not approve the Plan prior to November 18,
1998. The Option Committee may grant 3,093,369 additional options and Grant
Shares pursuant to the Plan.
The following table sets forth information concerning the portion of the
conditional grants of stock options and Grant Shares made pursuant to the Plan
to the Company's Outside Director, to all executive officers of the Company as a
group, to any person who received five percent of such options or shares, and to
all employees, including all current officers who are not executive officers, as
a group. No options or Grant Shares were issued to the Company's Chief Executive
Officer.
12
<PAGE>
New Plan Benefits
1997 Stock Option And Compensation Plan
- --------------------------------------------------------------------------------
Aggregate Number Of
Exercise Price Shares
Of Options Underlying Dollar Value Number Of
Name And Position ($)(1) Options Of Grant Shares
Grant Shares
- --------------------------------------------------------------------------------
Sigmund Balaban,
Director $20,000 250,000 $800 6,631
- --------------------------------------------------------------------------------
Jeff Doria $10,000 100,000 -- --
- --------------------------------------------------------------------------------
Mike Maness $10,000 100,000 -- --
- --------------------------------------------------------------------------------
Doug Patrick $10,000 100,000 -- --
- --------------------------------------------------------------------------------
All Executive
Officers as a Group $135,000(2) 1,300,000(2) -- --
(4 persons)
- --------------------------------------------------------------------------------
All Employees as a
Group $36,000 350,000 -- --
Excluding Executive
Officers (47 Persons)
- --------------------------------------------------------------------------------
(1) The dollar value shown is the aggregate exercise price of all options
granted to the person or group indicated as of April 15, 1998.
(2) Includes options to purchase up to 1,000,000 shares for $.135 per share
granted to Richard L. Anderson, the exercise of which are subject to a
number of conditions. Also includes options to purchase up to 300,000
shares contingently granted to Julie Grimm, who has agreed to serve as the
Company's Chief Financial Officer commencing on April 28, 1998. The
exercise price of these options will be equal to the closing bid price for
the Common Stock on the date that Ms. Grimm's employment commences. The
amount shown under the column for Aggregate Exercise Price Of Options
includes only those options granted to Mr. Anderson because the price for
the options contingently granted to Ms. Grimm will not be determined until
her employment commences. See above "EXECUTIVE COMPENSATION - Option
Grants".
The closing bid price of the Company's Common Stock as quoted on the OTC
Bulletin Board at the close of business on April 15, 1998 was $.13 per share.
The approval of holders of shares representing a majority of the votes
represented at the Annual Meeting will be necessary to adopt the Plan.
The Board of Directors unanimously recommends a vote "FOR" the proposal to
adopt the Plan.
13
<PAGE>
PROPOSAL TO APPROVE OUTSIDE DIRECTOR OPTIONS AND SHARES
Commencing in January 1995, Board Of Directors approved grants of options
("Outside Director Options") and shares ("Outside Director Shares") of Common
Stock to the Company's Outside Directors, subject to approval of those grants by
the Company's stockholders. Outside Director Options may not be exercised until
60 days after stockholder approval and Outside Director Shares will not be
issued until stockholder approval has been received.
Outside Director Options to purchase an aggregate of 500,000 shares of
Common Stock were granted to two Outside Directors on January 3, 1995. Options
to purchase 50,000 of these shares were to become exercisable for each Board Of
Directors Meeting attended after that date. Options to purchase 250,000 of these
shares became exercisable by one Outside Director, Sigmund A. Balaban, and
options to purchase 150,000 shares became exercisable by the other Outside
Director, Richard L. Anderson, prior to the time that he became an officer and
employee of the Company and no longer eligible to receive additional Outside
Director Options. Outside Director Options granted in January 1995 provide for
an exercise price of $.05 per share, which exceeds the closing bid price for
Common Stock on January 3, 1995 of $.001 per share. These options are
exercisable until January 3, 2000. On December 26, 1996, Outside Director
Options to purchase an additional 250,000 shares were issued to Sigmund Balaban,
the only Outside Director at that time. These options provided an exercise price
of $.0475 per share, which was the closing bid price on the date of grant. All
of these options are now exercisable and may be exercised until December 26,
2001.
For the period from January 1995 through the adoption of the Plan in
November 1997, Outside Directors were allowed to receive their meeting
attendance fees in the form of Outside Director Shares of Common Stock based on
the fair market value of the Common Stock on the date of the Board Of Directors
meeting for which that fee was to be earned. Mr. Anderson elected to receive an
aggregate of 15,000 Outside Director Shares for meeting attendance fees prior to
the time that he was no longer an Outside Director. Mr. Balaban elected to
receive an aggregate of 44,128 Outside Director Shares in lieu of Directors
Meeting attendance fees.
The Outside Director Options do not qualify for the special tax benefits
given to incentive options under Section 422 of the Code.
There currently are outstanding Outside Director Options to purchase an
aggregate of 650,000 shares of Common Stock and 59,128 Outside Director Shares,
subject to stockholder approval.
The following table sets forth information concerning the conditional
grants of Outside Director Options and Outside Director Shares to Mr. Balaban
and Mr. Anderson (who was an Outside Director at the time of his receipt of the
Outside Director Options and Outside Director Shares indicated), to all current
executive officers of the Company as a group, and to any person who received
five percent of such Outside Director Options or Outside Director Shares. No
grants of Outside Director Options or Outside Director Shares were made to
employees who are not currently executive officers or to the Company's Chief
Executive Officer.
14
<PAGE>
New Plan Benefits
Outside Director Options And Outside Director Shares
- --------------------------------------------------------------------------------
Dollar Value
Aggregate Number Of Of Number Of
Exercise Price Shares Outside Outside
Of Options Underlying Director Director
Name And Position ($)(1) Options Shares Shares
- --------------------------------------------------------------------------------
Sigmund Balaban,
Director $24,375 500,000 $2,300 44,128
- --------------------------------------------------------------------------------
Richard L. Anderson(2) $7,500 150,000 $750 15,000
- --------------------------------------------------------------------------------
(1) The dollar value shown is the aggregate exercise price of all options
granted to the person or group indicated as of April 15, 1998.
(2) Mr. Anderson was an Outside Director at the time of his receipt of his
Outside Director Options and Outside Director Shares. Mr. Anderson
currently is the Vice President of Administration and Secretary of the
Company and a Director.
The closing bid price of the Company's Common Stock as quoted on the OTC
Bulletin Board at the close of business on April 15, 1998 was $.13 per share.
The approval of shares representing the majority of the votes represented
at the Annual Meeting will be necessary to approve the issuance of the Outside
Director Options and Outside Director Shares to the Outside Directors.
The Board Of Directors unanimously recommends a vote "FOR" the proposal to
approve the issuance of the Outside Director Options and the Outside Director
Shares.
OTHER BUSINESS
The Board Of Directors of the Company is not aware of any other matters
that are to be presented at the Annual Meeting, and it has not been advised that
any other person will present any other matters for consideration at the
meeting. Nevertheless, if other matters should properly come before the Annual
Meeting, the stockholders present, or the persons, if any, authorized by a valid
proxy to vote on their behalf, shall vote on such matters in accordance with
their judgment.
VOTING PROCEDURES
Votes at the Annual Meeting Of Stockholders are counted by Inspectors of
Election appointed by the Chairman of the meeting. If a quorum is present, an
affirmative vote of a majority of the votes entitled to be cast by those present
in person or by proxy is required for the approval of items submitted to
stockholders for their consideration, including the election of directors, the
approval of the 1997 Plan and the approval of the Outside Director Options and
Outside Director Shares, unless a different number of votes is required by
statute or the Company's Certificate Of Incorporation. Abstentions by those
present at the meeting are tabulated separately from affirmative and negative
votes and do not constitute affirmative votes. If a stockholder returns his
proxy card and withholds authority to vote for any or all of the nominees, the
votes represented by the proxy card will be deemed to be present at the meeting
for purposes of determining the presence of a quorum but will not be counted as
affirmative votes. Shares in the names of brokers that are not voted are treated
as not present.
16
<PAGE>
RESOLUTIONS PROPOSED BY INDIVIDUAL STOCKHOLDERS
In order to be considered for inclusion in the Company's Proxy Statement
and form of proxy relating to the Company's next Annual Meeting Of Stockholders
following the end of the Company's 1998 fiscal year, proposals by individual
stockholders must be received by the Company no later than December 20, 1998.
AVAILABILITY OF REPORTS ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 TO
ANY OF THE COMPANY'S STOCKHOLDERS OF RECORD, OR TO ANY STOCKHOLDER WHO OWNS THE
COMPANY'S COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER AS NOMINEE, AT THE
CLOSE OF BUSINESS ON APRIL 15, 1998. ANY REQUEST FOR A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB SHOULD BE MAILED TO THE SECRETARY, ANTENNAS
AMERICA, INC., 4860 Robb Street, Suite 101, Wheat Ridge, Colorado 80033, (303)
421-4063.
This Notice and Proxy Statement are sent by order of the Board Of
Directors.
Dated: April 20, 1998 Randall P. Marx
Chief Executive Officer
16
<PAGE>
PROXY PROXY
For the Annual Meeting Of Stockholders of
ANTENNAS AMERICA, INC.
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Randall P. Marx and Richard L. Anderson, or
either of them, as proxies with full power of substitution to vote all the
shares of the undersigned with all of the powers which the undersigned would
possess if personally present at the Annual Meeting of Stockholders of Antennas
America, Inc. (the "Corporation"), to be held at 3:00 P.M. on May 15, 1998, at
the Corporation's offices at 4860 Robb Street, Suite 101, Wheat Ridge, Colorado
80033-2163, or any adjournments thereof, on the following matters set forth on
the reverse side:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- --------------------------------------------------------------------------------
[X] Please mark votes as in this example.
Unless contrary instructions are given, the shares represented by this proxy
will be voted in favor of Items 1, 2 and 3. This proxy is solicited on behalf of
the Board of Directors of Antennas America, Inc.
1. ELECTION OF DIRECTORS
Nominees: Randall P. Marx, Kevin O. Shoemaker, Richard L. Anderson, Bruce
Morosohk, Sigmund A. Balaban, and Donald A. Huebner
FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES [ ]
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE [ ]
2. Proposal to approve the Corporation's 1997 Stock Option And Compensation
Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve the issuance of options and shares of common stock to
non-employee directors as described in the Corporation's Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
<PAGE>
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE, SIGN AND RETURN
THIS PROXY IN THE ACCOMPANYING ENVELOPE.
(Please sign exactly as shown on your stock certificate and on the envelope in
which this proxy was mailed. When signing as partner, corporate officer,
attorney, executor, administrator, trustee, guardian, etc., give full title as
such and sign your own name as well. If stock is held jointly, each joint owner
should sign.)
Signature:_____________________________________ Date:__________________________
Signature:_____________________________________ Date:__________________________
ANTENNAS AMERICA, INC.
1997 STOCK OPTION AND COMPENSATION PLAN
As Adopted As Of November 19, 1997
This 1997 Stock Option And Compensation Plan (the "Plan") is adopted by
Antennas America, Inc. (the "Company") effective as of November 19, 1997.
1. Definitions.
Unless otherwise indicated or required by the particular context, the terms
used in this Plan shall have the following meanings:
Board: The Board Of Directors of the Company.
Code: The Internal Revenue Code of 1986, as amended.
Common Stock: The $.0005 par value common stock of the Company.
Company: Antennas America, Inc., a corporation incorporated under the laws
of Utah, any current or future wholly owned subsidiaries of the Company, and any
successors in interest by merger, operation of law, assignment or purchase of
all or substantially all of the property, assets or business of the Company.
Date Of Grant: The date on which an Option, as defined below, is granted
under the Plan.
Fair Market Value: The Fair Market Value of the Option Shares (defined
below). The Fair Market Value as of any date shall be as reasonably determined
by the Option Committee (defined below); provided, however, that if there is a
public market for the Common Stock, the Fair Market Value of the Option Shares
as of any date shall not be less than the last reported sale price for the
Common Stock on that date (or on the preceding stock market business day if such
date is a Saturday, Sunday, or a holiday), on the New York Stock Exchange
("NYSE"), as reported in The Wall Street Journal, or if not reported in The Wall
Street Journal, as reported in The Denver Post, Denver, Colorado or, if no last
sale price for the NYSE is available, then the last reported sale price on
either another stock exchange or on a national or local over-the-counter market,
as reported by The Wall Street Journal, or if not available there, in The Denver
Post; provided further, that if no such published last sale price is available
and a published bid price is available from one of those sources, then the Fair
Market Value of the shares shall not be less than such last reported bid price
for the Common Stock by the National Quotation Bureau, and if no such published
bid price is available, the Fair Market Value of such shares shall not be less
than the average of the bid prices quoted as of the close of business on that
date by any two independent persons or entities making a market for the Common
Stock, such persons or entities to be selected by the Option Committee.
Grant Shares: Shares of Common Stock issuable to Non-Employee Directors
according to Section 10 of this Plan.
1
<PAGE>
Key Employee: A person designated by the Option Committee who is employed
by the Company and whose continued employment is considered to be in the best
interests of the Company; provided, however, that Key Employees shall not
include those members of the Board who are not employees of the Company.
Incentive Options: "Incentive stock options" as that term is defined in
Code Section 422 or the successor to that Section.
Key Individual: A person, other than an employee of the Company, who is
committed to the interests of the Company; provided, however, that Key
Individuals shall not include those members of the Board who are not employees
of the Company.
Non-Discretionary Options: Options granted to Non-Employee Directors
according to the formula set forth in Section 8 of this Plan.
Non-Employee Director: A director of the Company who (a) is not currently
an officer of the Company or a parent or subsidiary of the Company, or otherwise
currently employed by the Company or a parent or subsidiary of the Company, (b)
does not receive compensation, either directly or indirectly, from the Company
or a parent or subsidiary of the Company, for services rendered as a consultant
or in any capacity other than as a director, except for an amount that does not
exceed the dollar amount for which disclosure would be required pursuant to
Regulation S-K, Item 404(a), under the Securities Act of 1933, as amended, (c)
does not possess an interest in any other transaction for which disclosure by
the Company would be required pursuant to Regulation S-K, Item 404(a), and (d)
is not engaged in a business relationship for which disclosure by the Company
would be required pursuant to Regulation S-K, Item 404(a).
Non-Qualified Options: Options that are not intended to qualify, or
otherwise do not qualify, as "incentive stock options" under Code Section 422 or
the successor to that Section. To the extent that Options that are designated by
the Option Committee as Incentive Options do not qualify as "incentive stock
options" under Code Section 422 or the successor to that Section, those Options
shall be treated as Non-Qualified Options.
Option: The rights to purchase Common Stock granted pursuant to the terms
and conditions of an Option Agreement (defined below).
Option Agreement: The written agreement (including any amendments or
supplements thereto) between the Company and either a Key Employee or a Key
Individual or a Non-Employee Director designating the terms and conditions of an
Option.
Option Committee: The Plan shall be administered by an Option Committee
("Option Committee") composed of the Board or by a committee, selected by the
Board, consisting of two or more Directors, each of whom is a Non-Employee
Director.
Option Shares: The shares of Common Stock underlying an Option granted
pursuant to this Plan.
Optionee: A Key Employee, Key Individual or Non-Employee Director who has
been granted an Option.
2
<PAGE>
2. Purpose And Scope.
(a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Key Employees, Key Individuals, and Non-Employee
Directors upon whose initiative and efforts, in the aggregate, the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and the incentive advantages inherent in stock
ownership in the Company.
(b) This Plan authorizes the Option Committee to grant Incentive Options to
Key Employees and to grant Non-Qualified Options to Key Employees and Key
Individuals, selected by the Option Committee while considering criteria such as
employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, the interests
of the Company, and other matters. This Plan also provides that
Non-Discretionary Options shall be granted to Non-Employee Directors pursuant to
the formula set forth in Section 8 of this Plan.
3. Administration Of The Plan.
(a) Except with respect to the grant of Non-Discretionary Options, which
shall be granted in the manner set forth in Section 8 of this Plan, the Plan
shall be administered by the Option Committee. The Option Committee shall have
the authority granted to it under this Section and under each other section of
the Plan.
(b) In accordance with and subject to the provisions of the Plan, the
Option Committee shall select the Optionees and shall determine (i) the number
of shares of Common Stock to be subject to each Incentive Option and
Non-Qualified Option, (ii) the time at which each Incentive Option and
Non-Qualified Option is to be granted, (iii) whether an Incentive Option and
Non-Qualified Option shall be granted in exchange for the cancellation and
termination of a previously granted option or options under the Plan or
otherwise, (iv) the purchase price for the Incentive Option and Non-Qualified
Option Shares, provided that the purchase price shall be a fixed, and cannot be
a fluctuating, price, (v) the option period, including provisions for the
termination of the Option prior to the expiration of the exercise period upon
the occurrence of certain events, (vi) the manner in which an Incentive Option
and Non-Qualified Option becomes exercisable, including whether portions of the
Incentive Option and Non-Qualified Option become exercisable at different times,
and (vii) such other terms and conditions as the Option Committee may deem
necessary or desirable. The Option Committee shall determine the form of Option
Agreement to evidence each Option.
(c) The Option Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Option Committee shall keep minutes of
its meetings and those minutes shall be distributed to every member of the
Board.
(d) The Board from time to time may make such changes in and additions to
the Plan as it may deem proper and in the best interests of the Company
provided, however, that no such change or addition shall impair any Option
previously granted under the Plan, and that the approval by written consent of a
majority of the holders of the Company's securities entitled to vote, or by the
affirmative votes of the holders of a majority of the Company's securities
entitled to vote at a meeting duly held in accordance with the applicable laws
of the State of Utah, shall be required for any amendment which would do any of
the following:
3
<PAGE>
(i) materially modify the eligibility requirements for receiving Options
or Grant Shares under the Plan;
(ii) materially increase the benefits accruing to Key Employees, Key
Individuals, or Non-Employee Directors under the Plan; or
(iii) materially increase the number of shares of Common Stock that may be
issued under the Plan.
(e) Each determination, interpretation or other action made or taken by the
Option Committee, unless otherwise determined by the Board, shall be final,
conclusive and binding on all persons, including without limitation, the
Company, the stockholders, directors, officers and employees of the Company, and
the Optionees and their respective successors in interest. No member of the
Option Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan, and all members of
the Option Committee shall be, in addition to rights they may have as directors
of the Company, fully protected by the Company with respect to any such action,
determination or interpretation. If the Board makes a determination contrary to
the Option Committee's determination, interpretation or other action, then the
Board's determination shall be final and conclusive in the same manner.
4. The Common Stock.
The Board is authorized to appropriate, issue and sell for the purposes of
the Plan, and the Option Committee is authorized to grant Options and Grant
Shares with respect to, a total number not in excess of 5,000,000 shares of
Common Stock, either treasury or authorized and unissued, or the number and kind
of shares of stock or other securities which in accordance with Section 11 shall
be substituted for the 5,000,000 shares or into which such 5,000,000 shares
shall be adjusted. All or any unsold shares subject to an Option that for any
reason expires or otherwise terminates before it has been exercised, again may
be made subject to Options under the Plan.
5. Eligibility.
Incentive Options may be granted only to Key Employees. Non-Qualified
Options may be granted both to Key Employees and to Key Individuals. Key
Employees and Key Individuals may hold more than one Option under the Plan and
may hold Options under the Plan as well as options granted pursuant to other
plans or otherwise. Non-Discretionary Options and Grant Shares may be granted
only to Non-Employee Directors.
6. Option Price.
The Option Committee shall determine the purchase price for the Option
Shares; provided, however, that with respect to Option Shares underlying
Incentive Options (a) the purchase price shall not be less than 100 percent of
the Fair Market Value of the Option Shares on the Date Of Grant and (b) the
purchase price shall be a fixed, and cannot be a fluctuating, price. The Option
Price for Option Shares underlying Non-Discretionary Options shall be the Fair
Market Value of the Common Stock on the Date Of Grant.
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7. Duration And Exercise Of Options.
(a) Except as provided in Section 8 with respect to Non-Discretionary
Options and except as provided in Section 19, the option period shall commence
on the Date Of Grant and shall continue for the period designated by the Option
Committee up to a maximum of ten years from the Date Of Grant.
(b) During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee; provided that, subject to the following sentence and
paragraph (d) of this Section 7, in the event of the legal disability of an
Optionee, the guardian or personal representative of the Optionee may exercise
the Option. If the Option is an Incentive Option it may be exercised by the
guardian or personal representative of the Optionee only if the guardian or
personal representative obtains a ruling from the Internal Revenue Service or an
opinion of counsel to the effect that neither the grant nor the exercise of such
power is violative of Code Section 422(b)(5) or the successor to that provision.
Any opinion of counsel must be both from counsel acceptable to the Option
Committee and in a form acceptable to the Option Committee.
(c) If the Optionee's employment or affiliation with the Company is
terminated for any reason including the Optionee's death, any Option then held,
to the extent that the Option was exercisable according to its terms on the date
of termination, may be exercised only to the extent determined by the Option
Committee at the time of grant of the Option, but in no case more than three
months after termination. Any options remaining unexercised shall expire at the
later of termination or the end of the extended exercise period, if any.
(d) Each Option shall be exercised in whole or in part by delivering to the
office of the Treasurer of the Company written notice of the number of shares
with respect to which the Option is to be exercised and by paying in full the
purchase price for the Option Shares purchased as set forth in Section 9 herein;
provided, that an Option may not be exercised in part unless the purchase price
for the Option Shares purchased is at least $1,000.
(e) No Option Shares may be sold, transferred or otherwise disposed of
within six months of the Date Of Grant by any person who is subject to the
reporting requirements of Section 16(a) of the Exchange Act on the Date Of
Grant.
8. Non-Discretionary Options.
(a) Grant Of Non-Discretionary Options: Amount And Timing. Options to
purchase 250,000 shares of Common Stock shall be granted under the Plan to each
Non-Employee Director at the later to occur of (i) November 19, 1997 and (ii)
the date he or she becomes a Non-Employee Director of the Company. In addition,
on the date that all of an Optionee's Options to purchase 250,000 shares either
have become exercisable, as provided in Section 8(c), or have expired, as
provided in Section 8(d), Options to purchase an additional 250,000 shares shall
be granted to the Optionee provided that, at that time, he or she is a
Non-Employee Director. All Options shall be exercisable only as set forth in
Section 8(c) below and shall be subject to the other terms and conditions set
forth in this Plan or otherwise established by the Company.
(b) Option Exercise Price. The exercise price for the Options shall be the
Fair Market Value of the Common Stock on the Date Of Grant.
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(c) Exercise. For each Board Of Directors meeting attended by an Optionee
on or after the Date Of Grant with respect to particular Options, Options to
purchase 50,000 shares of Common Stock shall become exercisable.
(d) Term. The Options shall expire five years from the Date Of Grant.
Notwithstanding the foregoing, Options shall expire, if not exercised, 90 days
after the Optionee ceases to be a director of the Company.
9. Payment For Option Shares.
(a) If the purchase price of the Option Shares purchased by any Optionee at
one time is at least $1,000, the Option Committee, in its sole discretion, upon
request by the Optionee, may permit all or part of the purchase price for the
Option Shares to be paid by delivery to the Company for cancellation shares of
the Common Stock previously owned by the Optionee ("Previously Owned Shares")
with a Fair Market Value as of the date of the payment equal to the portion of
the purchase price for the Option Shares that the Optionee does not pay in cash.
Notwithstanding the above, an Optionee shall be permitted to exercise his Option
by delivering Previously Owned Shares only if he has held, and provides
appropriate evidence of such, the Previously Owned Shares for more than six
months prior to the date of exercise. This period (the "Holding Period") may be
extended by the Option Committee acting in its sole discretion as is necessary,
in the opinion of the Option Committee, so that, under generally accepted
accounting principles, no compensation shall be considered to have been or to be
paid to the Optionee as a result of the exercise of the Option in this manner.
At the time the Option is exercised, the Optionee shall provide an affidavit,
and such other evidence and documents as the Option Committee shall request, to
establish the Optionee's Holding Period. As indicated above, an Optionee may
deliver shares of Common Stock as part of the purchase price only if the Option
Committee, in its sole discretion agrees, on a case by case basis, to permit
this form of payment.
(b) If payment for the exercise of an Option is made other than by the
delivery to the Company for cancellation of shares of the Common Stock, the
purchase price shall be paid in cash, certified funds, or Optionee's check.
Payment shall be considered made when the Treasurer of the Company receives
delivery of the payment at the Company's address, provided that a payment made
by check is honored when first presented to the Optionee's bank.
10. Grant Shares.
Grant Shares may be issued only to Non-Employee Directors. Non-Employee
Directors may elect to receive in lieu of the cash meeting attendance fee for a
Board of Directors meeting to which they otherwise are entitled a number of
Grant Shares having a Fair Market Value equal to the meeting attendance fee for
a particular meeting of the Board Of Directors. The Non-Employee Directors may
exercise their right to receive Grant Shares pursuant to this Section 10 by
delivering written notice of that election to the Corporation's Secretary, Chief
Executive Officer or President on or before the date of the meeting of the Board
Of Directors for which that election is made.
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11. Change In Stock, Adjustments, Etc.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan but not subject to an outstanding Option hereunder, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock (other than shares held by dissenting stockholders which are not changed
or exchanged) shall be so changed or for which each outstanding share of Common
Stock (other than shares held by dissenting stockholders) shall be so changed or
for which each such share shall be exchanged. Any securities so substituted
shall be subject to similar successive adjustments.
In the event of any such changes or exchanges, (i) the Option Committee
shall determine whether, in order to prevent dilution or enlargement of rights,
an adjustment should be made in the number, or kind, or option price of the
shares or other securities that are then subject to an Option or Options granted
pursuant to the Plan, (ii) the Option Committee shall make any such adjustment,
and (iii) such adjustments shall be made and shall be effective and binding for
all purposes of the Plan.
12. Relationship To Employment Or Position.
Nothing contained in the Plan, or in any Option or Option Share granted
pursuant to the Plan, (i) shall confer upon any Optionee any right with respect
to continuance of his employment by, or position or affiliation with, or
relationship to, the Company, or (ii) shall interfere in any way with the right
of the Company at any time to terminate the Optionee's employment by, position
or affiliation with, or relationship to, the Company.
13. Non-transferability Of Option.
No Option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except (i) with respect to all Options, by
will or the laws of descent and distribution, or (ii) with respect to
Non-Qualified Options, pursuant to a qualified domestic relations order as
defined in the Code, the Employee Retirement Income Security Act, or rules
promulgated thereunder. Except as provided in the preceding sentence, any
attempt to transfer the Option shall void the Option.
14. Rights As A Stockholder.
No person shall have any rights as a stockholder with respect to any share
covered by an Option until that person shall become the holder of record of such
share and, except as provided in Section 11, no adjustments shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.
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15. Securities Laws Requirements.
No Option Shares or Grant Shares shall be issued unless and until, in the
opinion of the Company, any applicable registration requirements of the
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirement of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option Agreement
and each Option Share certificate and each Grant Share certificate may be
imprinted with legends reflecting federal and state securities laws restrictions
and conditions, and the Company may comply therewith and issue "stop transfer"
instructions to its transfer agent and registrar in good faith without
liability.
16. Disposition Of Shares.
To the extent reasonably requested by the Company, each Optionee and
Non-Employee Director receiving Grant Shares, as a condition of exercise, shall
represent, warrant and agree, in a form of written certificate approved by the
Company, as follows: (a) that all Option Shares or Grant Shares are being
acquired solely for his own account and not on behalf of any other person or
entity; (b) that no Option Shares or Grant Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws; (c) that he or she will report all
sales of Option Shares or Grant Shares to the Company in writing on a form
prescribed by the Company; and (d) that if he or she is subject to reporting
requirements under Section 16(a) of the Exchange Act, (i) he or she will not
violate Section 16(b) of the Exchange Act, (ii) he or she will furnish the
Company with a copy of each Form 4 and Form 5 filed by him or her, and (iii) he
or she will timely file all reports required under the federal securities laws.
17. Effective Date Of Plan; Termination Date Of Plan.
Subject to the approval of the Plan on or before November 18, 1998 by the
affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote and represented at a meeting duly held in accordance with the
applicable laws of the State of Utah, the Plan shall be deemed effective as of
November 19, 1997. The Plan shall terminate at midnight on the date that is ten
years from that date, except as to Options previously granted and outstanding
under the Plan at that time. No Options or Grant Shares shall be granted after
the date on which the Plan terminates. The Plan may be abandoned or terminated
at any earlier time by the Board, except with respect to any Options and Grant
Shares then outstanding under the Plan.
18. Limitation On Amount Of Option.
The aggregate Fair Market Value of the Option Shares underlying all
Incentive Options that have been granted to a particular Optionee and that
become exercisable for the first time during the same calendar year shall not
exceed $100,000, provided that this amount shall be increased or decreased, from
time to time, as Code Section 422 or the successor to that Section, is amended
so that this amount at all times shall equal the amount of the limitation set
forth in the Code. For purposes of the preceding sentence, Fair Market Value of
the Shares underlying any particular Option shall be determined as of the date
that Option is granted.
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19. Ten Percent Stockholder Rule.
No Incentive Option may be granted to a Key Employee who, at the time the
Incentive Option is granted, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or of any
"parent corporation" or "subsidiary corporation", as those terms are defined in
Section 424, or its successor provision, of the Code, unless at the time the
Incentive Option is granted the purchase price for the Option Shares is at least
110 percent of the Fair Market Value of the Option Shares on the Date Of Grant
and the Incentive Option by its terms is not exercisable after the expiration of
five years from the Date Of Grant. For purposes of the preceding sentence, stock
ownership shall be determined as provided in Section 424, or its successor
provision, of the Code.
20. Withholding Taxes.
The Option Agreement shall provide that the Company may take such steps as
it may deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation or any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Option including, but not limited to, the withholding of all or any
portion of any payment or the withholding of issuance of Option Shares to be
issued upon the exercise of any Option. In addition, the Company may take such
steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company is required by any law or regulation or any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the issuance of any Grant Shares including, but not limited to,
the withholding of all or any portion of any payment or the withholding of
issuance of Grant Shares to be issued pursuant to Section 10 of this Plan.
21. Effect Of Changes In Control And Certain Reorganizations.
(a) In event of a Change In Control of the Company (as defined below), then
all Options granted pursuant to the Plan shall become exercisable immediately at
the time of such Change In Control, except that this acceleration would not
occur with respect to any Incentive Options for which the acceleration would
result in a violation of Section 18 of this Plan, and, in addition, the Option
Committee, in its sole discretion, shall have the right, but not the obligation,
to do any or all of the following:
(i) provide for an Optionee to surrender an Option (or portion
thereof) and to receive in exchange a cash payment, for each
Option share underlying the surrendered Option, equal to the
excess of the aggregate Fair Market Value of the Option
Share on the date of surrender over the exercise price for
the Option Share. To the extent any Option is surrendered
pursuant to this Subparagraph 21(a) (ii), it shall be deemed
to have been exercised for purposes of Section 4 hereof; and
(ii) make any other adjustments, or take any other action, as the
Option Committee, in its discretion, shall deem appropriate
provided that any such adjustments or actions would not
result in an Optionee receiving less value than pursuant to
any or all of Subparagraphs 21(a)(i) or 21(a) (ii) above.
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For purposes of this Section 21, a "Change In Control" of the Company shall
mean a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act regardless of whether the Company is then subject to such reporting
requirement.
(b) In the event that the Company enters into, or the Board shall propose
that the Company enter into, a Reorganization Event (as defined below), then all
Options granted pursuant to the Plan shall become exercisable immediately at the
time of such Reorganization Event, except that this acceleration would not occur
with respect to any Incentive Options for which the advance would result in a
violation of Section 18 of this Plan, and, in addition, the Option Committee, in
its sole discretion, may make any or all of the following adjustments:
(i) by written notice to each Optionee provide that such
Optionee's Options shall be terminated or cancelled, unless
exercised within 30 days (or such longer period as the
Option Committee shall determine) after the date of such
notice;
(ii) provide for termination or cancellation of an Option in
exchange for payment to the Optionee of an amount in cash or
securities equal to the excess, if any, over the exercise
price of that Option of the Fair Market Value of the Option
Shares subject to the Option at the time of such termination
or cancellation; and
(iii)make any other adjustments, or take any other action, as
the Option Committee, in its discretion, shall deem
appropriate, provided that any such adjustments or actions
shall not result in the Optionee receiving less value than
is possible pursuant to any or all of Subparagraphs 21(b)(i)
and 21(b)(ii) above. Any action taken by the Option
Committee may be made conditional upon the consummation of
the applicable Reorganization Event.
For purposes of this Section 21, a "Reorganization Event" shall be deemed
to occur if (A) the Company is merged or consolidated with another corporation,
(B) one person becomes the beneficial owner of all of the issued and outstanding
equity securities of the Company (for purposes of this Section 21(b), the terms
"person" and "beneficial owner" shall have the meanings assigned to them in
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder), (C) a division or subsidiary of the Company is acquired by another
corporation, person or entity, (D) all or substantially all the assets of the
Company are acquired by another corporation, or (E) the Company is reorganized,
dissolved or liquidated.
22. Other Provisions.
The following provisions are also in effect under the Plan:
(a) The use of a masculine gender in the Plan shall also include within its
meaning the feminine, and the singular may include the plural, and the plural
may include the singular, unless the context clearly indicates to the contrary.
(b) Any expenses of administering the Plan shall be borne by the Company.
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(c) This Plan shall be construed to be in addition to any and all other
compensation plans or programs. Neither the adoption of the Plan by the Board
nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power or authority of the
Board to adopt such other additional incentive or other compensation
arrangements as the Board may deem necessary or desirable.
(d) The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and the rights of any and all
persons having or claiming to have an interest therein or thereunder shall be
governed by and determined exclusively and solely in accordance with the laws of
the State of Colorado, except in those instances where the rules of conflicts of
laws would require application of the laws of the State of Utah.
* * * * *
