SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[Amendment No. ____]
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| 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
5. Total fee paid:
Not applicable
|_| 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 SHAREHOLDERS
to be held September __, 2000
The Annual Meeting of the shareholders of Antennas America, Inc. (the
"Company") will be held on September __, 2000 at ______ p.m. (local time) at
____________________, for the following purposes:
1. To elect a Board Of Directors consisting of five Directors;
2. To consider and vote upon a proposal recommended by the Board
Of Directors to amend our Articles Of Incorporation to change
our name from "Antennas America, Inc." to "ARC Wireless
Solutions, Inc.";
3. To consider and vote upon a proposal recommended by the Board
Of Directors to amend our Articles Of Incorporation to provide
for authorized preferred stock;
4. To consider and vote upon a proposal recommended by the Board
Of Directors to ratify the selection of Ernst & Young LLP to
serve as our certified independent accountants for the year
ending December 31, 2000; and
5. To transact any other business that properly may come before
the annual meeting.
Only the shareholders of record as shown on the transfer books at the
close of business on ______________, 2000 are entitled to notice of, and to vote
at the annual meeting.
All shareholders, 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
shareholder meeting.
ALL SHAREHOLDERS ARE EXTENDED A CORDIAL INVITATION
TO ATTEND THE SHAREHOLDERS MEETING.
By the Board Of Directors
Glenn A. Befort
Chief Executive Officer
Wheat Ridge, Colorado
_____________, 2000
<PAGE>
PROXY STATEMENT
ANTENNAS AMERICA, INC.
4860 Robb St., Suite 101
Wheat Ridge, Colorado 80033-2163
(303) 421-4063
ANNUAL MEETING OF SHAREHOLDERS
to be held
September __, 2000
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 Shareholders to be held at
____ p.m. (local time) on September __, 2000 at _____________________ or at any
adjournment or postponement of the meeting. We anticipate that this proxy
statement and the accompanying form of proxy will be first mailed or given to
shareholders on or about ____________, 2000.
The shares represented by all proxies that are properly executed and
submitted will be voted at the Annual Meeting in accordance with the
instructions indicated on the proxies. Unless otherwise directed, the shares
represented by proxies will be voted (1) for each of the five nominees for
director whose names are set forth on the proxy card, (2) in favor of the
amendment of our Articles Of Incorporation to change our name, (3) in favor of
the amendment to our Articles Of Incorporation to provide for authorized
preferred stock, and (4) in favor of ratification of the selection of Ernst &
Young LLP as our independent certified accountants.
A shareholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of revocation to our Secretary, 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 initial solicitation, further solicitations may be made by
telephone or oral communication with shareholders. Our officers, directors and
employees may solicit proxies, but these persons will not receive compensation
for that solicitation other than their regular compensation as employees.
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. We may reimburse those persons
for reasonable out-of-pocket expenses incurred by them in so doing. We will pay
all expenses involved in preparing, assembling and mailing this proxy statement
and the enclosed material. A majority of the issued and outstanding shares of
common stock entitled to vote, represented either in person or by proxy,
constitutes a quorum at any meeting of the shareholders. If sufficient votes for
approval of the matters to be considered at the annual meeting have not been
received prior to the meeting date, we intend to postpone or adjourn the annual
meeting in order to solicit additional votes. The form of proxy we are
soliciting requests authority for the proxies, in their discretion, to vote the
shareholders' shares with respect to a postponement or adjournment of the Annual
Meeting. At any postponed or adjourned meeting, we will vote any proxies
received in the same manner described in this proxy statement with respect to
the original meeting.
2
<PAGE>
RECENT DEVELOPMENTS CONCERNING THE COMPANY
We currently are in a transitional stage shifting the focus of our
business to a higher level of advanced wireless solutions with the expansion and
investment into new technologies that include a new line of antennas and our
involvement in the wireless internet business, both for laptop computers and
home access. We anticipate that our earnings will be negatively impacted by the
short-term costs associated with our expansion, research and development,
advertising and other costs related to the new commercial products and wireless
services to be introduced. We also are considering acquiring other companies to
expand our business more rapidly. We cannot predict that we will be able to
identify and come to agreement with appropriate companies or that we will be
able to obtain the necessary financing to complete an acquisition or
acquisitions.
We announced on February 28, 2000 that we had entered into a joint
design and manufacturing agreement with TSIUSA Inc. to supply integrated two-way
transceiver, flat panel antenna systems for broadband wireless Multipoint
Distribution Services, Spread Spectrum and other microwave frequency
applications to TSIUSA Inc., a subsidiary of TransSystem, Inc. This agreement
will allow us to integrate our flat panel technology with TSI's two-way
transceivers.
On March 10, 2000, we announced that Thomas A. Milligan, P.E., had
agreed to become our Advisory Consulting Engineer to advise us on various
wireless projects, the first of which will be the Bluetooth project. Mr.
Milligan has 31 years of experience in antenna design, testing and operation. He
has been employed at Lockheed Martin Astronautics for more than 23 years and is
the President for the year 2000 of the IEEE Antenna and Propagation Society.
On April 4, 2000, Andrew C. Nester became a member of our Board Of
Directors and also will function as liaison to the Wireless Communications
Association. Mr. Nester is Chairman of the Board, CEO, and President of LMA
Systems, Inc., a provider of high-speed wireless broadband data and voice over
internet services.
On April 4, 2000, we also announced that, subject to shareholder
approval at this Annual Meeting, we will change our name to ARC Wireless
Solutions, Inc.
On May 4, 2000, we announced a partnership with Go-America Inc. and
Nextcell to provide wireless internet service for laptop portable computers.
Using our F800 antenna, Nextcell's PCMCIA card and Go-America's wireless
internet service, we are marketing the product to end users requiring a
transparent wireless internet connection.
On May 30, 2000, we announced that we had acquired Winncom
Technologies, Inc. ("Winncom"), an Ohio corporation and a global value-added
supplier of high performance wireless broadband products for data and voice,
with numerous reseller channels domestically and internationally. Winncom merged
with and into our wholly owned subsidiary, Winncom Technologies Corp. ("Sub"), a
Maryland corporation. Under the merger agreement, (a) Sub was the surviving
corporation, (b) the separate corporate existence of Winncom ceased, and (c) the
holders of the outstanding capital stock of Winncom received $12 million,
payable $3 million in cash on the May 24, 2000 closing date, $1.5 million
payable in 90 days from the closing date, $1.5 million payable in 180 days from
the closing date, and $6 million in shares of our restricted common stock,
calculated based on the average weighted trading price on the closing date, in
exchange for relinquishing all the outstanding shares of common stock, which
constitutes all the outstanding securities, of Winncom.
3
<PAGE>
On June 6, 2000, Burton J. Calloway was named our Vice President of
Business Development. Mr. Calloway, formerly Director of Business Development
for Ericsson from 1998-1999 and director of sales from 1995-1998, conceived
Ericsson's wireless strategy of selling to vertical markets in finance,
utilities, manufacturing and healthcare. He also established joint marketing
agreements with many leading wireless companies to provide wireless technology
to Ericsson's customers.
On June 23, 2000, we announced a joint development agreement with
Signia Technologies, Inc. to offer a total Bluetooth integrated circuit and
antenna combination to laptop computer manufacturers. Signia Technologies, a
private California company, develops total Bluetooth solutions for Wireless
Personal Area Networking and Wireless Connectivity.
On July 3, 2000, Glenn A. Befort became Chief Executive Officer and
Treasurer of the Company. Mr. Befort had been with Siemens since 1989, most
recently as President and Chief Executive Officer of its Information And
Communications Mobile, LLC, Company and previously President and Chief Executive
Officer of its Information And Communications Products, LLC, Company. These
companies conducted the Siemens business in the USA region for wireless and
cordless telephones, wireless infrastructure, computer systems, retail point of
sale systems, banking systems, communication cables and associated service.
On July 3, 2000, Randall P. Marx became Director of Acquisitions. Mr.
Marx served as Chief Executive Officer of the Company from November 1991 until
June 30, 2000, and as Treasurer from December 1994 until July 2000. Mr. Marx
will concentrate on pursuing acquisitions and transitioning the newly acquired
companies into the Antennas America family.
On July 7, 2000, we announced that Donald A. Huebner, Ph.D., has joined
us on a full-time basis as Chief Scientist. Dr. Huebner has been a Director of
the Company since 1998 and Principal Consulting Engineer since February 28,
2000. Dr. Huebner was employed as Department Staff Engineer at Lockheed Martin
Astronautics for 14 years and prior to Lockheed Martin was a department manager
and principal engineer involved in antenna engineering for commercial and
aerospace antenna/microwave projects at Ball Communications, a subsidiary of
Ball Corporation, and a senior staff engineer for antenna and microwave
technology at Hughes Aircraft. Dr. Huebner received a Ph.D. in Electrical
Engineering from UCLA and a Masters degree in Telecommunications from the
University of Denver.
On July 12, 2000, our subsidiary, Winncom Technologies Corp., announced
that it had signed a Distribution Agreement with BreezeCOM to market and
distribute its BreezeNET wireless LAN/WAN products. BreezeCOM, which has
distributed its family of wireless LAN products since 1995, currently owns over
49 percent of the outdoor bridging market, according to a recent IDC market
report. Having supported thousands of installations worldwide, Winncom's focus
is on providing turnkey wireless solutions and distribution of wireless products
for data, voice, and telemetry applications to Value Added Resellers (VARs) and
system integrators. Through its large network of resellers, Winncom covers a
wide range of wireless applications, including wireless local and wide area
networking, internet access, healthcare, education, military, industrial
automation and data acquisition, and telecommunications.
On July 13, 2000 we announced we have retained New York-based Park
Avenue Capital as our investor relations firm.
We currently have several new antenna systems under development for
many wireless applications, including the previously announced 2.1 GHz to 2.7
GHz broadband antenna system under a joint development agreement with TSIUSA,
and other wireless applications including spread spectrum and GPS. If we are
able to obtain sufficient financing, we intend to pursue one or more additional
acquisitions that would enable us to expand our business more rapidly. We cannot
predict that we will be able to obtain the necessary financing or that any such
acquisition could be completed even with sufficient additional financing.
4
<PAGE>
Financial Information
Financial Statements And Management's Discussion And Analysis Of
Financial Condition And Results Of Operations. Our financial statements for the
year ended December 31, 1999 are included in our Annual Report on Form 10-KSB
for the year ended December 31, 1999 and are incorporated into this proxy
statement by reference. Our unaudited financial statements for the six months
ended June 30, 2000 are included in our Form 10-QSB for the quarter ended June
30, 2000 and are incorporated into this proxy statement by reference. Each of
these reports also includes a Management's Discussion And Analysis Of Financial
Condition And Results Of Operations for the respective periods covered by the
reports. Copies of these reports are being sent to each shareholder with this
proxy statement.
1. ELECTION OF DIRECTORS
At the annual meeting, the shareholders will elect five directors to
serve as our Board Of Directors. Each director will be elected to hold office
until the next annual meeting of shareholders 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 shareholder 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. Each of the nominees
currently is a director of the Company.
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. 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 Shareholders", and "- Certain Transactions
With Management And Principal Shareholders".
5
<PAGE>
<TABLE>
<CAPTION>
Expiration Of
Term As Initial Date
Name Age Position With The Company Director As Director
---- --- ------------------------- -------- -----------
<S> <C> <C> <C> <C>
Glenn A. Befort* 59 Chief Executive Officer; Next Annual Meeting July 2000
Treasurer; and Director
Randall P. Marx* 48 Director of Acquisitions; Next Annual Meeting 1990
and Director
Andrew C. Nester* 54 Director Next Annual Meeting April 2000
Donald A. Huebner* 55 Chief Scientist; and Next Annual Meeting 1998
Director
Sigmund A. Balaban* 58 Director Next Annual Meeting 1994
</TABLE>
------------------------------
*Member of the Compensation Committee of the Board Of Directors.
Glenn A. Befort became our Chief Executive Officer and Treasurer on
July 3, 2000. Mr. Befort had been with Siemens since 1989, most recently as
President and Chief Executive Officer of its Information And Communications
Mobile, LLC, Company and previously President and Chief Executive Officer of its
Information And Communications Products, LLC, Company. These companies conducted
the Siemens business in the USA region for wireless and cordless telephones,
wireless infrastructure, computer systems, retail point of sale systems, banking
systems, communication cables and associated service.
Randall P. Marx became our Director of Acquisitions on July 3, 2000 and
has served as Director since May 1990. Mr. Marx served as Chief Executive
Officer from November 1991 until July 2000, and as Treasurer from December 1994
until June 30, 2000. 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. Lloyd's Electronics had domestic
revenues of $100 million and international revenues of $30 million with over 400
employees worldwide. As CEO and President of THT Lloyd's Inc., a $10 million
electronics holding company, Mr. Marx supervised the purchase of the Lloyd's
Electronics business from Bacardi Corp. in 1986. As CEO and President of Lloyd's
Electronics, Mr. Marx was directly responsible for all domestic and
international operations including marketing, financing, product design and
manufacturing with domestic offices in New Jersey and Los Angeles and
international offices in Hong Kong, Tokyo and Taiwan
Andrew C. Nester became a Director in April 2000. Mr. Nester has served
as President of Pharos Management, Inc. since 1988 and Chairman of the Board,
Chief Executive Officer and President of LMA Systems, Inc., a provider of high
speed wireless broadband data and voice over internet services, since December
1999. In 1996, Mr. Nester was President of Metro Net. In this position, Mr.
Nester was responsible for the installation and operation of the first
commercial fixed wireless internet access service provider in Las Vegas, Nevada,
one of the first of its kind in the U.S. Mr. Nester received a B.S. degree in
Electronic Engineering from UCLA in 1962.
6
<PAGE>
Donald A. Huebner became our Chief Scientist in July 2000 and has
served as Director beginning in 1998. Mr. Huebner served as Department Staff
Engineer of Lockheed Martin Astronautics in Denver, Colorado from 1986 to July
2000. 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 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 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.
Sigmund A. Balaban has served as Director 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.
Each of our officers serves at the pleasure of the Board Of Directors.
There are no family relationships among our officers and directors.
Board and Committee Meetings
The Board Of Directors met four times during the fiscal year ended
December 31, 1999, and each director participated in all meetings of the Board
Of Directors.
The Board Of Directors currently has a Compensation Committee which met
four times during the fiscal year ended December 31, 1999. All members of the
Compensation Committee participated in those meetings. The Compensation
Committee has the authority to establish policies concerning compensation and
employee benefits. The Compensation Committee reviews and makes recommendations
concerning the compensation policies and the implementation of those policies
and determines compensation and benefits for executive officers. The
Compensation Committee currently consists of all directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires our directors, executive officers and beneficial owners of more
than ten percent of our common stock to file with the SEC initial reports of
ownership and reports of changes in ownership of our common stock and other
equity securities. We believe that during the year ended December 31, 1999, our
officers, directors and beneficial owners of more than 10% of our common stock
complied with all Section 16(a) filing requirements. In making these statements
concerning compliance with Section 16(a), we have relied upon the written
representations of our directors and officers and our review of the monthly
statements of changes filed with us by our officers and directors.
7
<PAGE>
Executive Compensation
Summary Compensation Table
The following table sets forth in summary form the compensation
received during each of the last three successive completed fiscal years ended
December 31, 1999 by Randall P. Marx, who served as Chief Executive Officer for
that period. None of our other executive officers received total salary and
bonus exceeding $100,000 during any of the three successive fiscal years ending
December 31, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------------------
Annual Compensation Awards Payouts
------------------------------------------- ------- -------
Restricted
Other Annual Stock LTIP All Other
Fiscal Salary Bonus Compensation Awards Options Payouts Compensation
Name and Principal Position Year ($) (1) ($) (2) ($) (3) ($) (#) ($) (4) ($) (5)
------------------------------ -------- --------- --------- -------------- ------------ --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Randall P. Marx 1999 115,000 -0- -0- -0- -0- -0- -0-
Former Chief Executive
Officer, Former Treasurer 1998 90,000 -0- -0- -0- -0- -0- -0-
and a Director (6)
1997 75,000 10,100 -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, we did not
pay any other annual compensation not properly categorized as salary or
bonus, including perquisites and other personal benefits, securities or
property.
(4) We do 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 our 1997 Stock Option And Compensation Plan.
(5) All other compensation received that we could not properly report in
any other column of the Summary Compensation Table including our annual
contributions or other allocations to vested and unvested defined
contribution plans, and the dollar value of any insurance premiums paid
by us, or on our behalf, 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 us, or on our behalf.
(6) Mr. Marx is currently Director of Acquisitions and a Director.
Employee Retirement Plans, Long-Term Incentive Plans, and Pension Plans
Other than our stock option and 401(k) plan, we have no employee
retirement plan, pension plan, or long-term incentive plan to serve as incentive
for performance to occur over a period longer than one fiscal year.
1997 Stock Option And Compensation Plan
In November 1997, the Board Of Directors approved our 1997 Stock Option
And Compensation Plan (the "Plan"), which was amended by approval of the Board
Of Directors on May 24, 2000. Pursuant to the Plan, we may grant options to
purchase an aggregate of 5,000,000 shares of our common stock to key employees,
directors, and other persons who have or are contributing to our success. 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 our directors who are not our employees. The option committee may be
the entire Board or a committee of the Board.
8
<PAGE>
Prior to the May 2000 amendment, at the time of their election,
directors who are not also employees of the Company ("Outside Directors")
automatically received 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 were 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 these Outside Directors. The exercise price for options granted to Outside
Directors is equal to the fair market value per share of our common stock on the
date of grant. All options granted to Outside Directors will 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.
The May 2000 amendment provides that all options outstanding since May
24, 2000 and not yet vested that are held by Outside Directors as of May 24,
2000 shall vest at the rate of 5,000 shares per meeting rather than 50,000
shares per meeting of the Board Of Directors attended by such Outside Director.
In addition, the amendment provides that, with respect to each grant of options
to Outside Directors after the number of shares underlying the options granted
to each Outside Director shall be reduced from 250,000 shares to 25,000 shares,
which options shall vest at the rate of options to purchase 5,000 shares for
each meeting attended after the date of grant of those options, and all options
granted to Outside Directors will expire two years after the date of grant.
As of August __, 2000, there were __________ options to purchase shares
of common stock outstanding under the Plan and _________ options to purchase
shares of common stock were available.
Compensation Of Outside Directors
Standard Arrangements
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 our
restricted common stock at a rate per share equal to the fair market value of
the common stock on the date of the meeting by informing our 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 Outside Director automatically receives options to purchase shares of
common stock pursuant to the Plan.
Prior to the adoption of the Plan in November 1997, we granted options
("Outside Director Options") and shares ("Outside Director Shares") to the
Outside Directors commencing in January 1995. On January 3, 1995, Outside
Directors 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
became exercisable on July 14, 1998. Of the options granted to Mr. Anderson,
150,000 became exercisable on July 14, 1998, and the remaining 100,000 will not
become exercisable because Mr. Anderson is no longer an Outside Director. He
became an officer in January 1996 and resigned from this position in June 2000.
These options expired unexercised on January 3, 2000.
9
<PAGE>
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. These options
became exercisable on July 14, 1998 and may be exercised until December 26,
2001.
Since January 1995, Outside Directors have been 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. As of July 1, 2000,
a total of 113,043 shares of common stock had been granted to the Outside
Directors in lieu of meeting fees.
Other Arrangements
During the year ended December 31, 1999, no compensation was paid to
our non-employee directors other than pursuant to the standard compensation
arrangements described in the previous section.
Employment Contracts And Termination Of Employment And
Change-In-Control Arrangements
We entered into a written employment agreement with Glenn A. Befort,
our Chief Executive Officer and Treasurer on July 3, 2000. The agreement is for
a period of three years with an annual salary rate of $250,000 and he will
receive a guaranteed bonus of $75,000 for the year 2000. Mr. Befort is eligible
for a bonus in an amount equal to the greater of $150,000 or five percent of
EBIDTA for each fiscal year ending in the year 2001 and beyond, if our EBIDTA
for the applicable fiscal year is at least $1.00. Mr. Befort shall be granted
options to purchase not more than 8,400,000 shares of our common stock at an
exercise price equal to the weighted average trading price of the common stock
on July 3, 2000 and with all his options expiring on July 3, 2005, and with all
the Befort Options subject to the following terms:
o 2,800,000 of the options shall become exercisable on July 3,
2001, if Mr. Befort remains employed by us on that date;
o 2,800,000 of the options shall become exercisable on July 3,
2002, if Mr. Befort remains employed by us on that date;
o 2,800,000 of the options shall become exercisable on July 3,
2003, if Mr. Befort remains employed by us on that date; and
o The options shall, to the maximum extent permissible by the
Internal Revenue Code (the "Code"), be considered Incentive
Stock Options as that term is interpreted in the Code.
On May 30, 2000, we entered into a written employment agreement with
Burton J. Calloway, our Vice President of Business Development. The agreement is
for a period of three years with an annual salary rate of $100,000. Pursuant to
the agreement, Mr. Calloway will be eligible for a bonus, the details of which
are to be determined by November 30, 2000. Mr. Calloway has been granted options
to purchase 550,000 shares of stock at a price of $1.01 per share, all of which
expire May 30, 2005, which become exercisable as follows: 150,000 as of May 30,
2000, 200,000 as of May 30, 2001, and 200,000 exercisable as of May 30, 2002,
assuming Mr. Calloway is still employed by the Company on these dates.
We entered into a written employment agreement with Randall P. Marx on
October 1, 1998 with an effective date of September 1, 1998. The agreement is
for a period of two years with an annual salary rate of $115,000. Mr. Marx is
eligible for a bonus of five percent of the income from our operations per
fiscal year for each fiscal year during the term. As a part of this agreement,
Mr. Marx has agreed not to compete with us for a period of two years following
his termination as an employee. The agreement provides that Mr. Marx was to be
employed as the Chief Executive Officer. Mr. Marx is no longer our Chief
Executive Officer and has agreed to serve as our Director of Acquisitions under
the terms of this agreement.
10
<PAGE>
On October 1, 1998, we entered into an employment agreement with
Richard L. Anderson, our Vice President-Administration and Secretary until his
resignation from these offices in June 2000. Mr. Anderson continues as an
employee. The term of the agreement is 23 months and provides for an annual
salary rate of not less than $57,500. The agreement provided for options to
purchase shares that would have become exercisable after 1998 if we met certain
net operating income ("NOI") requirements. We did not meet the income
requirements for 1998 and these options did not become exercisable. The
agreement also provided for options to purchase an additional 150,000 shares of
common stock which will become exercisable if 1999 NOI is between $400,000 and
$699,999, options to purchase an additional 300,000 shares will become
exercisable if 1999 NOI is between $700,000 and $999,999, and options to
purchase an additional 500,000 shares will become exercisable if 1999 NOI is at
least $1,000,000. We did not meet the income requirements for 1999 and these
options did not become exercisable. The exercise price for the options that
could become exercisable based on 1999 results was $.135 per share. On May 10,
1999, the Board authorized a change in the agreement for the 1999 option amounts
to 120,000, 240,000 and 400,000 options based on the respective NOI amounts.
These options would be priced at $.06 and would have a term of two years.
We have 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 us or from a change-in-control 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 and Mr. Befort's employment agreement provides
for a payment of $400,000 if we terminate his employment without cause during
his first year of employment.
Stock Ownership Of Directors And Principal Shareholders
As of August 8, 2000 there were 143,151,781 shares of the Company's
common stock issued and outstanding. The following table summarizes certain
information as of July 1, 2000 with respect to the beneficial ownership of our
common stock (1) by the Company's directors, (2) by shareholders known by us to
own five percent or more of the Company's common stock, and (3) by all officers
and directors as a group.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned (1) Percent of Class
------------------------------------ ---------------------- ----------------
<S> <C> <C>
Sigmund A. Balaban 1,571,049 (2) 1.1%
10 Grecian Street
Parsippany, NJ 07054
Glenn A. Befort -0- (3) -0-
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Burton J. Calloway 150,000 (4) *
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned (1) Percent of Class
------------------------------------ ---------------------- ----------------
<S> <C> <C>
Donald A. Huebner 544,660 (5) *
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Randall P. Marx 8,609,524 5.9%
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
Andrew C. Nester 510,777 (6) *
Antennas America, Inc.
4860 Robb Street, Suite 101
Wheat Ridge, CO 80033
All officers and directors as a group (six persons) 11,136,010 7.6%
(2)(3)(4)(5)(6)
Barry F. Nathanson 8,777,366 (7) 5.9%
6 Shore Cliff Place
Great Neck, NY 11023
Evansville Limited 7,600,000 (8) 5.2%
P.O. Box 438
Road Town, Tortoga
British Virgin Islands
</TABLE>
-----------------------
* Less than one percent.
(1) "Beneficial ownership" is defined in the regulations promulgated by the
U.S. Securities and Exchange Commission as having or sharing, directly
or indirectly (1) voting power, which includes the power to vote or to
direct the voting, or (2) investment power, which includes the power to
dispose or to direct the disposition, of shares of the common stock of
an issuer. The definition of beneficial ownership includes shares
underlying options or warrants to purchase common stock, or other
securities convertible into common stock, that currently are
exercisable or convertible or that will become exercisable or
convertible within 60 days. Unless otherwise indicated, the beneficial
owner has sole voting and investment power.
(2) Includes Outside Director options under the Plan to purchase 100,000
shares at $.15 per share until September 8, 2004, 60,000 of which are
currently exercisable and the remainder of which may become exercisable
within 60 days.
(3) Does not include options granted to Mr. Befort in connection with his
employment agreement because they are not exercisable within 60 days.
See "Employment Contracts And Termination Of Employment And
Change-In-Control Arrangements".
12
<PAGE>
(4) Consists of options to purchase 150,000 shares for $1.01 per share
until May 30, 2002.
(5) Includes Outside Director Options under the Plan to purchase 250,000
shares at $.085 per share until May 15, 2003; options to purchase
250,000 shares at $.06 per share until May 10, 2004, and options to
purchase 25,000 shares at $.98 per share, 10,000 of which are currently
exercisable.
(6) Includes Outside Director options under the Plan to purchase 250,000
shares at $.89 per share until May 24, 2005, 60,000 of which are
currently exercisable.
(7) This information is based on information filed on Schedule 13G on March
6, 2000 with the SEC.
(8) This information is based on information filed on Schedule 13G on
February 17, 2000 with the SEC.
Certain Transactions With Management And Principal Shareholders
During 1999 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.
2. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE OUR NAME TO ARC WIRELESS SOLUTIONS, INC.
The Board Of Directors approved an amendment to our Articles Of
Incorporation to change our name to ARC Wireless Solutions, Inc. The Board Of
Directors believes it is in our best interests to change our name to ARC
Wireless Solutions, Inc. because this better reflects the nature of our
business.
Required Vote; Board Recommendation
The affirmative vote of a majority of the outstanding shares of common
stock, whether represented in person or by proxy, is required at the annual
meeting in order to approve amendment of the articles of incorporation to change
our name. The Board Of Directors unanimously recommends that the shareholders
vote in favor of the proposal to approve our new name.
3. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO PROVIDE FOR AUTHORIZED PREFERRED STOCK
The Board Of Directors has unanimously approved and proposes for
shareholder approval an amendment to our Articles Of Incorporation to authorize
a new class of capital stock consisting of 2,000,000 shares of preferred stock,
$.001 par value (the "Preferred Stock"), with such relative rights, preferences
and designations as may be determined by the Board in its sole discretion upon
the issuance of any shares of the Preferred Stock. The proposal to authorize a
new class of Preferred Stock is intended to provide shares of Preferred Stock
for issuance from time to time as may be required for various purposes. The
shares of Preferred Stock could be issued from time to time by the Board in its
sole discretion without further approval or authorization by the shareholders,
in one or more series, each of which series could have any particular
distinctive designations as well as relative rights and preferences as
determined by the Board. The relative rights and preferences that may be
determined by the Board in its discretion from time to time, include but are not
limited to the following:
13
<PAGE>
o the rate of dividend and whether the dividends are to be
cumulative and the priority, if any, of dividend payments
relative to other series in the class;
o whether the shares of any such series may be redeemed, and if
so, the redemption price and the terms and conditions of
redemption;
o the amount payable with respect to such series in the event of
voluntary or involuntary liquidation and the priority, if any,
of each series relative to other series in the class with
respect to amounts payable upon liquidation and sinking fund
provision, if any, for the redemption or purchase of the
shares of that series; and
o the terms and conditions, if any, on which the shares of a
series may be converted into or exchanged for shares of any
class, whether common or preferred, or into shares of any
series of the same class, and if provision is made for
conversion or exchange, the times, prices, rates, adjustments
and other terms.
The existence of authorized but unissued shares of Preferred Stock
could have anti-takeover effects because the Company could issue Preferred Stock
with special dividend or voting rights that could discourage potential bidders.
The authorization of the Preferred Stock will give our Board Of
Directors the ability, without shareholder approval, to issue shares of
Preferred Stock with rights and preferences determined by the Board Of Directors
in the future. As a result, the Company may issue shares of Preferred Stock that
have dividend, voting and other rights superior to those of the Common Stock, or
that convert into share of Common Stock, without the approval of the holders of
Common Stock. This could result in the dilution of the voting rights, ownership
and liquidation value of current shareholders.
Required Vote; Board Recommendation
The affirmative vote of a majority of the outstanding shares of Common
Stock is required to approve the authorization of the Preferred Stock. The Board
Of Directors unanimously recommends that the shareholders vote in favor of the
proposal to approve the authorization of the Preferred Stock.
4. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS
THE COMPANY'S CERTIFIED INDEPENDENT ACOUNTANTS
The Board Of Directors recommends that the shareholders vote in favor
of ratifying the selection of the certified public accounting firm of Ernst &
Young LLP of Denver, Colorado as the auditors who will continue to audit
financial statements, review tax returns, and perform other accounting and
consulting services for the year ending December 31, 2000 or until the Board Of
Directors, in its discretion, replaces them. Ernst & Young have served as our
auditors since December 30, 1998.
An affirmative vote of the majority of shares represented at the
meeting is necessary to approve the selection of auditors. There is no legal
requirement for submitting this proposal to the shareholders; however, the Board
Of Directors believes that it is of sufficient importance to seek approval.
Whether the proposal is approved or defeated, the Board may reconsider its
selection of Ernst & Young LLP. It is expected that one or more representatives
of Ernst & Young LLP will be present at the annual meeting and will be given an
opportunity to make a statement if they desire to do so and to respond to
appropriate questions from shareholders.
The Board Of Directors recommends a vote "FOR" the proposal to ratify
the selection of Ernst & Young LLP as our certified independent accountants.
14
<PAGE>
OTHER BUSINESS
The Board Of Directors 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 shareholders 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 are counted by an inspector 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 shareholders for
their consideration, unless a different number of votes is required by Utah law
or our Articles Of Incorporation. Under Utah law, the proposal to amend our
Articles Of Incorporation to (1) change our name and (2) provide for authorized
preferred stock requires the approval of a majority of all the outstanding
shares. Abstentions by those present at the annual meeting are tabulated
separately from affirmative and negative votes and do not constitute affirmative
votes. If a shareholder 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.
RESOLUTIONS PROPOSED BY INDIVIDUAL SHAREHOLDERS;
DISCRETIONARY AUTHORITY TO VOTE PROXIES
In order to be considered for inclusion in the proxy statement and form
of proxy relating to our next annual meeting of shareholders following the end
of our 2000 fiscal year, proposals by individual shareholders must be received
by us no later than January 2, 2001.
In addition, the proxy solicited by the Board Of Directors for the next
annual meeting of shareholders will confer discretionary authority on any
shareholder proposal presented at that meeting unless we are provided with
notice of that proposal no later than March 16, 2001.
AVAILABILITY OF REPORTS ON FORM 10-KSB
Upon written request, we will provide, without charge, a copy of our
annual report on Form 10-KSB for the fiscal year ended December 31, 1999 to any
shareholders of record, or to any shareholder who owns common stock listed in
the name of a bank or broker as nominee, at the close of business on
_____________, 2000. Any request for a copy of our annual report on Form 10-KSB
should be mailed to the Antennas America, Inc., 4860 Robb Street, Suite 101,
Wheat Ridge, Colorado 80033-2163, Attention: Investor Relations.
INCORPORATION BY REFERENCE
We incorporate by reference into this proxy statement the following
information included in reports filed with the Securities And Exchange
Commission:
15
<PAGE>
1. Items 6 (Management's Discussion And Analysis Of Financial Condition
And Results Of Operations) and 7 (Financial Statements) included in our
Annual Report on Form 10-KSB for the year ended December 31, 1999; and
2. Items 1 (Financial Statements) and 2 (Management's Discussion And
Analysis Of Financial Condition And Results Of Operations) included in
our Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000.
A copy of each of these reports is being mailed to each shareholder
with this proxy statement.
FORWARD-LOOKING STATEMENTS
This proxy statement includes "forward-looking" statements. All
statements other than statements of historical facts included in this proxy
statement, including without limitation statements under "Recent Developments
Concerning The Company" regarding our financial position, business strategy, and
plans and objectives of management for future operations and capital
expenditures, are forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements and the assumptions
upon which the forward-looking statements are based are reasonable, we can give
no assurance that such expectations and assumptions will prove to have been
correct. Additional statements concerning important factors that could cause
actual results to differ materially from our expectations ("Cautionary
Statements") are disclosed below in the "Forward-Looking Statements--Cautionary
Statements" section of our Annual Report on Form 10-KSB for the year ended
December 31, 1999. All written and oral forward-looking statements attributable
to us or persons acting on our behalf subsequent to the date of this proxy
statement are expressly qualified in their entirety by the Cautionary
Statements.
This Notice and Proxy statement are sent by order of the Board Of
Directors.
Dated: ___________, 2000 Glenn A. Befort
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 Glenn A. Befort and Randall P. Marx, 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 "Company"), to be held at _____ P.M. on September __, 2000,
at ____________________________________________, 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, 3 and 4. This proxy is solicited on behalf
of the Board Of Directors of Antennas America, Inc.
1. ELECTION OF DIRECTORS
Nominees: Sigmund A. Balaban, Glenn A. Befort, Donald A. Huebner,
Randall P. Marx, and Andrew C. Nester.
FOR ALL NOMINEES |_| WITHHELD FROM ALL NOMINEES |_|
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE |_|
2. Proposal to amend the Company's Articles Of Incorporation to change the
name from "Antennas America, Inc." to "ARC Wireless Solutions, Inc.".
FOR |_| AGAINST |_| ABSTAIN |_|
3. Proposal to amend the Company's Articles Of Incorporation to provide
for authorized preferred stock consisting of 2,000,000 shares of $.001
par value preferred stock, the rights and preferences of which are to
be determined by the Board Of Directors.
FOR |_| AGAINST |_| ABSTAIN |_|
<PAGE>
4. Proposal to ratify the selection of Ernst & Young LLP as the Company's
certified independent accountants.
FOR |_| AGAINST |_| ABSTAIN |_|
5. 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 |_|
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:
----------------------------------- -----------------------
