<PAGE> 1
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 Section 240.14a-11(c) or Section 240.14a-12
GENTNER COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
<PAGE> 2
[ ] 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:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE> 3
GENTNER COMMUNICATIONS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 11, 1999
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Gentner Communications Corporation (the "Company"), a Utah Corporation, will be
held on November 17, at 3:00 P.M., local time, at the Company's corporate
offices located at 1825 Research Way, Salt Lake City, Utah 84119 for the
following purposes:
1. To elect six members of the Company's Board of Directors;
2. To ratify the appointment of the Company's independent auditors;
and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors recommends that an
affirmative vote be cast in favor of all nominees and for each of the proposals
listed in the proxy card.
Only the shareholders of record at the close of business on September
30, 1999 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person even if such shareholder has previously returned
a proxy.
FOR THE BOARD OF DIRECTORS
/s/ Frances M. Flood
----------------------------------------
Frances M. Flood, President and
Chief Executive Officer
<PAGE> 4
GENTNER COMMUNICATIONS CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Gentner Communications Corporation (the "Company") for use at the Company's
Annual Meeting of Shareholders ("Annual Meeting") to be held November 17, 1999
at 3:00 P.M. local time, or at any postponement or adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the above date and time at the
Company's offices located at 1825 Research Way, Salt Lake City, Utah 84119. The
telephone number at that address is (801) 975-7200.
These proxy solicitation materials were first mailed on or about October
11, 1999 to all shareholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on September 30, 1999
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. On the Record Date, 8,188,748 shares of Common Stock were issued and
outstanding. Each shareholder will be entitled to one vote for each share of
Common Stock held on the record date.
VOTING OF PROXIES
By completing and returning the accompanying proxy, the shareholder
authorizes Frances M. Flood and Susie S. Strohm, as designated on the face of
the proxy, to vote all shares for the shareholder. All proxies that are properly
signed and dated will be voted as the shareholder directs. If no direction is
given, executed proxies will be voted FOR each of the nominees and listed
proposals.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to Susie S. Strohm,
Secretary of the Company, a written notice of revocation, a duly executed proxy
bearing a later date or by attending the Annual Meeting and voting in person.
SOLICITATION
The cost of this solicitation will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers, and regular employees, without additional
compensation, personally or by telephone, facsimile, or telegram.
<PAGE> 5
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
The Company currently anticipates the Annual Meeting in 2000 will be
held on or about November 15, 2000. Any shareholder desiring to submit a
proposal for inclusion in the Company's proxy statement and form of proxy for
the Company's 2000 Annual Meeting of Shareholders should transmit such proposal
to the Secretary of the Company on or before June 13, 2000. For any other
proposal that a shareholder wishes to have considered at the Company's 2000
Annual Meeting, the shareholder must notify the Company of the proposal on or
before August 27, 2000. Proposals for which the Company receives notice after
that time will be considered untimely, and the persons serving as proxies will
have discretionary authority to vote on such matter at the meeting.
VOTE REQUIRED FOR APPROVAL
A quorum of the shares of the Company must be present at the Annual
Meeting in order for the shareholders to take official action. Under Utah law
and the Articles of Incorporation and Bylaws of the Company, a quorum will exist
if a majority of the shares issued by the Company and entitled to vote on a
matter at the Annual Meeting are present, in person or by proxy. Abstentions and
broker non-votes will be considered present at the Annual Meeting and will be
counted for purposes of determining whether a quorum exists, but abstentions and
broker non-votes will not be counted for purposes of determining the vote on any
matter currently proposed for action at the Annual Meeting. The election of
directors will be determined by plurality vote. The Board of Directors
recommends that an affirmative vote be cast in favor of all nominees and for
each of the proposals listed in the proxy card.
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Common Stock of the Company as of September 1, 1999, by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) the Chief Executive Officer and each other executive officer of the
Company whose salary and bonus for the year ended June 30, 1999 exceeded
$100,000, and (iv) all executive officers and directors of the Company as a
group. Each person has sole investment and voting power with respect to the
shares indicated, subject to community property laws where applicable, except as
otherwise indicated below. Unless indicated otherwise, the address for each
officer, director and 5% shareholder is c/o the Company, 1825 Research Way, Salt
Lake City, Utah 84119.
<PAGE> 6
<TABLE>
<CAPTION>
Amount of Percentage
Names of Beneficial Owners Beneficial Ownership(1) of Class(2)
-------------------------- ----------------------- -----------
<S> <C> <C>
Edward Dallin Bagley 1,394,335(3) 17.0%
Edward N. Bagley 312,333(4) 3.8%
Frances M. Flood 151,196(5) 1.8%
Brad R. Baldwin 131,166(6) 1.6%
Susie S. Strohm 80,984(7) 1.0%
Dwight H. Egan 55,000(8) 0.7%
K. Bradford Romney, Jr. 55,000(9) 0.7%
Randall J. Wichinski 2,500(9) 0.0%
Directors and Executive Officers
as a Group (10 people) 2,231,119(3-10) 27.2%
</TABLE>
(1) For each shareholder, the calculation of percentage of beneficial ownership
is based on 8,188,748 shares of Common Stock outstanding as of September 1,
1999 and shares of Common Stock subject to options held by the shareholder
that are currently exercisable or exercisable within 60 days of September
1, 1999.
(2) The percentage ownership for any person is calculated assuming that all the
stock that could be acquired by that person within 60 days by option
exercise or otherwise, is in fact outstanding and that no other stockholder
has exercised a similar right to acquire additional shares.
(3) Director. Includes: 1,294,285 shares owned directly; 100,000 shares owned
by a corporation controlled by Mr. Bagley; 50 shares owned by Mr. Bagley's
wife as custodian for one of Mr. Bagley's daughters. Excludes: 50 shares
owned by another of Mr. Bagley's daughters; and shares owned by the Bagley
Family Revocable Trust, all of which Mr. Bagley disclaims beneficial
ownership.
(4) Director. Includes: 257,333 shares owned by the Bagley Family Revocable
Trust, of which Mr. Bagley is a co-trustee with his wife; and options to
purchase 55,000 shares that are exercisable within 60 days. Excludes:
shares held or controlled by Mr. Bagley's son (Edward Dallin Bagley) and
granddaughters as described in footnote 3 above, all of which Mr. Edward N.
Bagley disclaims beneficial ownership.
(5) President, Chief Executive Officer and Director. Includes: 51,862 shares
owned directly and options to purchase 99,334 shares that are exercisable
within 60 days.
(6) Director. Includes: 66,166 shares owned directly; options to purchase
60,000 shares that are exercisable within 60 days; and 5,000 shares owned
by Mr. Baldwin's wife.
<PAGE> 7
(7) Vice President and Chief Financial Officer. Includes: 29,020 shares owned
directly and options to purchase 51,964 shares that are exercisable within
60 days.
(8) Director. Includes: options to acquire 55,000 shares that are exercisable
within 60 days.
(9) Directors. All shares are owned directly.
(10) Includes: an additional 6,105 shares owned directly by two additional
officers; and options to purchase 42,500 shares that are exercisable within
60 days by those officers.
<PAGE> 8
PROPOSAL ONE -- ELECTION OF DIRECTORS
The Company currently has seven directors. Six are nominated for
re-election at the Annual Meeting to serve until the next Annual Meeting of
Shareholders or until their respective successors are duly elected and
qualified. Randall J. Wichinski was voted in as a director to fill the vacancy
left by K. Bradford Romney, Jr. Unless otherwise instructed, the proxies will be
voted for the election of the six nominees named below. In the event any nominee
is unable to serve, the proxies will be voted for a substitute nominee, if any,
to be designated by the Board of Directors. The Board of Directors has no reason
to believe any nominee will be unavailable.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
NOMINEES
The following individuals are currently directors of the Company:
<TABLE>
<CAPTION>
Director
Name Age Principal Occupation Since
- ---- --- -------------------- ---------
<S> <C> <C> <C>
Edward Dallin Bagley* 61 Attorney 1994
Edward N. Bagley* 87 Vice President of Smith Barney and
Member of the Board of Mining
Services International 1993
Brad R. Baldwin 44 President and Chief Executive Officer
of Bank One, Utah 1988
Dwight H. Egan 46 President and Chief Executive Officer
of Broadcast International, Inc. 1994
Frances M. Flood 43 President and Chief Executive Officer 1998
Randall J. Wichinski 46 President of East Cincinnati Running
Company, Inc. 1999
</TABLE>
* Edward N. Bagley and Edward Dallin Bagley are father and son,
respectively.
Edward Dallin Bagley has been a Director of the Company since April
1994. Previously, Mr. Bagley served as a Director of the Company from April 1987
to July 1991. Mr. Bagley began practicing law in 1965. During the past six
years, Mr. Bagley has served as Vice
<PAGE> 9
President of National Financial, a computer back-up accounting firm for health
clubs. Mr. Bagley is also currently a director of Tunex International, a chain
of automotive engine performance and service centers and of National
Environmental Services Company. Mr. Bagley received a Juris Doctorate in 1965
from the University of Utah College of Law.
Edward N. Bagley has been a Director of the Company since January 1993.
Mr. Bagley is currently Vice President of Salomon Smith Barney, with whom he has
been associated since 1971. Mr. Bagley has worked in the investment industry
since 1934. Mr. Bagley is also a member of the Board of Directors of Mining
Services International, a publicly held developer of explosives technology and
suppliers of chemicals to the mining industry, located in Salt Lake City, Utah.
He received a bachelor's degree from Utah State University in 1933.
Brad R. Baldwin has been a Director of the Company since September 1988.
Since October 1, 1994, Mr. Baldwin has served as President and Chief Executive
Officer of Bank One, Utah, a commercial bank headquartered in Salt Lake City,
Utah. Mr. Baldwin served as Senior Vice President and General Counsel of Bank
One from 1988 until his appointment as President and CEO. From 1981 to 1988, Mr.
Baldwin was engaged in the general practice of law at the firm of Biele, Haslam
& Hatch in Salt Lake City, Utah. Mr. Baldwin received a Juris Doctorate in 1980
from the University of Washington.
Dwight H. Egan has been a Director of the Company since November 1994.
Mr. Egan is currently Executive Vice-President of Sales and Marketing as well as
a Board member of Data Broadcasting Corporation which is the leading provider of
real-time market data to the individual trader and investor. From November 1985
to August 1999, Mr. Egan was the President and Chief Executive Officer of
Broadcast International, Inc., a satellite communications and business
information company located in Midvale, Utah. Broadcast International, Inc. is a
subsidiary of Data Broadcasting Corporation.
Frances M. Flood has been a Director of the Company since June of 1998.
Ms. Flood joined the Company in October 1996 as Vice-President of Sales and
Marketing. She was named President in December 1997 and Chief Executive Officer
in June 1998. Prior to joining the Company, Ms. Flood was Area Director of Sales
and Marketing for Ernst & Young, LLP, an international accounting and consulting
firm. Ms. Flood has over twenty-five years experience in sales, marketing,
change management, international business and finance.
Randall J. Wichinski has been a Director of the Company since June 1999.
He is currently President of East Cincinnati Running Company, Inc. From April
1983 to March 1999, Mr. Wichinski was employed at Ernst & Young LLP, an
international accounting and consulting firm, serving as a Tax Partner for ten
years. He received a bachelor's degree in 1977 and a Master of Business
Administration degree in 1982 from the University of Wisconsin-Madison.
<PAGE> 10
DIRECTOR COMPENSATION
All directors serve until their successors are elected and have
qualified. The Company pays each director $650 per month for services provided
as a director. Directors who are also employees of the Company receive no
additional compensation for serving on the Board of Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three committees, the Executive, Audit and
Compensation Committees. The Executive Committee is composed of Ms. Frances M.
Flood, Mr. Brad R. Baldwin and Mr. Dwight H. Egan. The Audit Committee is
currently composed of Mr. Edward Dallin Bagley, Mr. Edward N. Bagley, Mr. Brad
R. Baldwin, Mr. Dwight H. Egan, Mr. K. Bradford Romney and Mr. Randall J.
Wichinski. The Compensation Committee is currently composed of Mr. Edward Dallin
Bagley, Mr. Edward N. Bagley, Mr. Brad R. Baldwin, Mr. Dwight H. Egan, Mr. K.
Bradford Romney and Mr. Randall J. Wichinski. The Executive Committee exercises
all the powers and authority of the Board of Directors in the management of the
business and affairs of the Company except those which by statute, Articles of
Incorporation or By-laws are reserved to the Board of Directors. The Audit
Committee is authorized to review proposals of the Company's auditors regarding
annual audits, recommend the engagement or discharge of the Company's auditors,
review recommendations of such auditors concerning accounting principles and the
adequacy of internal controls and accounting procedures and practices, to review
the scope of the annual audit, to approve or disapprove each professional
service or type of service other than standard auditing services to be provided
by the auditors, and to review and discuss the audited financial statements with
the auditors. The Compensation Committee makes recommendations to the Board of
Directors regarding remuneration of the executive officers and directors of the
Company and administers the incentive plans for directors, officers and key
employees.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held six meetings during the last fiscal year.
The Executive Committee held no formal meetings during the last fiscal year. The
Audit Committee held one formal meeting during the last fiscal year. The
Compensation Committee held no formal meetings during the last fiscal year.
During the last fiscal year no incumbent director attended fewer than 75 percent
of all meetings, except K. Bradford Romney, Jr.
EXECUTIVE OFFICERS
Officers are elected to serve, subject to the discretion of the Board of
Directors, until their successors are appointed. The executive officers of the
Company are as follows:
<PAGE> 11
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Frances M. Flood 43 President and Chief Executive Officer
Brooks Gibbs 40 Chief Technology Officer
Curtis Hewitson 35 Vice President of Human Resources
Susie S. Strohm 39 Vice President of Finance and Chief Financial Officer
</TABLE>
For the biography of Ms. Flood, see "Nominees".
Brooks Gibbs was named Chief Technology Officer for Gentner
Communications in November of 1998. He has been with Gentner for 11 years
serving in Engineering, Manufacturing, Product Management, Sales, Marketing and
Customer Service areas. Prior to joining the Company, Mr. Gibbs was a lead
project design engineer for Centro Corporation, a systems design and integration
company. Mr. Gibbs has over 19 years of communications product development and
product management experience.
Curtis Hewitson was named Vice President of Human Resources for Gentner
Communications in November 1998. He has been with Gentner since December 1994
serving in Human Resources. Prior to joining the Company, Mr. Hewitson worked in
the telecommunications industry for nine years. In 1989, Mr. Hewitson received a
Bachelor of Science degree from the University of Utah.
Susie S. Strohm became Vice President of Finance in 1997, and was named
Chief Financial Officer during 1998. In 1996, Ms. Strohm joined the Company as
its Controller. Prior to joining the Company, Ms. Strohm was the Controller for
Newspaper Agency Corporation in Salt Lake City. She graduated from the
University of Utah with a Bachelor of Science degree in Accounting, and received
her Master of Business Administration degree from Westminster College.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the compensation of the Chief Executive
Officer of the Company and the other most highly compensated executive officers
of the Company for each of the Company's last three fiscal years whose total
salary and bonus for the year ended June 30, 1999 exceeded $100,000, for
services rendered in all capacities to the Company during such fiscal years.
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------- All Other
Name and Position Year Salary Bonus Compensation(1)
- ----------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Frances M. Flood Fiscal
President & CEO(2) 98-99 $104,912 $66,064 $2,022
Fiscal
97-98 $117,310 $16,649 --
Fiscal
96-97 $70,657 $8,903 --
Susie S. Strohm Fiscal
Vice President & CFO(3) 98-99 $72,716 $44,414 $1,721
</TABLE>
(1) This amount reflects the Company's contributions to the deferred
compensation (401(k)) plan.
(2) Ms. Flood did not join the Company until Fiscal 96-97.
(3) Ms. Strohm did not meet the compensation constraint until fiscal year 1999.
STOCK OPTIONS/SARS
No stock options or SAR grants were made to any named executive officers
during the last fiscal year.
AGGREGATED STOCK OPTION/SAR EXERCISES
The following table sets forth the aggregated stock options and SARs
exercised by the named executive officers in the last fiscal year and the
year-end value of unexercised options and SARs:
<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 1999
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired Value Exercisable/ Exercisable/
Name and Position on Exercise (#) Realized ($) Unexercisable Unexercisable(1)
- ----------------- --------------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Frances M. Flood
CEO & President 28,666 $ 56,368 56,334/217,000 $240,592/$753,835
Susie Strohm
CFO & Vice President 21,536 $ 42,378 25,964/142,500 $113,498/$432,334
</TABLE>
(1) This value was calculated based on the closing stock price of $5.13 on June
30, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gentner Research Ltd. ("GRL"), is a related limited partnership, formed
in August 1985, in which the Company is the general partner and Edward Dallin
Bagley and, among other unrelated parties, certain members of his family, are
the limited partners. In 1987 and 1988, GRL sold to the Company proprietary
interests in the VRC-1000 (now VRC-2000), VRC-1000 Modem (now VRC-2000), and
Digital Hybrid in exchange for royalty payments. Royalty expense recognized by
the Company for the years ending June 30, 1999 and 1998 was $39,900 and $43,500
respectively. The following directors and/or executive officers and members of
their immediate families have purchased the following interests in GRL:
<TABLE>
<S> <C>
Edward D. Bagley (Director)................................ 10.42%
Edward N. Bagley (Director)................................ 5.21%
Robert O. Baldwin (father of Brad Baldwin)................. 10.42%
</TABLE>
The Company has also formed a second related limited partnership,
Gentner Research II, Ltd. ("GR2L"), also in which it acts as general partner. In
fiscal year 1997, GR2L sold proprietary interest in the GSC3000 to the Company
in exchange for royalty payments. Royalty expense recognized by the Company for
the years ending June 30, 1999 and 1998 was $82,989 and $54,810 respectively.
The following directors and/or executive officers and members of their immediate
families have purchased the following interests in GR2L:
<TABLE>
<S> <C>
Brad R. Baldwin (Director).................................... 3.19%
Robert O. Baldwin (father of Brad Baldwin).................... 9.58%
Edward D. Bagley (Director)................................... 6.39%
Edward N. Bagley (Director, father of Edward D. Bagley)....... 6.39%
</TABLE>
<PAGE> 14
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes of ownership of equity securities of the Company. Officers,
directors and greater than 10% shareholders are required to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, persons defined above have complied with all
applicable Section 16(a) requirements during the preceding fiscal year.
<PAGE> 15
PROPOSAL TWO -- RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young, LLP, as independent
auditors for the Company for the current fiscal year, and recommends that the
shareholders vote for ratification of such appointment. Ernst & Young, LLP, has
served as the Company's independent auditors since 1990.
Neither Ernst & Young nor any of its members have ever had any direct or
indirect financial interest in the Company or been connected with the Company as
promoter, underwriter, voting trustee, director, officer, or employee. It is
anticipated that a representative of Ernst & Young will attend the Annual
Meeting and will be available to respond to questions. It is not anticipated
that the representative will make any statement or presentation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT AUDITORS.
OTHER MATTERS
The Board of Directors knows of no other matter to be presented for
action at the Annual Meeting. If any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed proxy to vote
the shares they represent as the Board of Directors may recommend.
It is important that your stock be represented at the meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
execute and return the accompanying proxy in the postage-prepaid envelope
enclosed for that purpose at your earliest convenience.
FOR THE BOARD OF DIRECTORS
/s/ Frances M. Flood
----------------------------------------
Frances M. Flood, President
and Chief Executive Officer
Salt Lake City, Utah
October 11, 1999
<PAGE> 16
[Front side of proxy card]
GENTNER COMMUNICATIONS CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 17, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Gentner Communications Corporation, a
Utah corporation (the "Company"), hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders and Proxy Statement, each dated October 11, 1999,
and hereby appoints Frances M. Flood and Susie S. Strohm, proxies and
attorneys-in-fact, with full power to each of substitution in behalf of and in
the name of the undersigned, to represent the undersigned at the Annual Meeting
of Shareholders to be held on November 17, 1999, at 3:00 P.M. local time, at the
offices of the Company located at 1825 Research Way, Salt Lake City, Utah 84119,
and at any postponement or adjournment thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote, if then and there
personally present, on the matters set forth below.
A majority of such attorneys or substitutes as shall be present and
shall act at said meeting or any postponement or adjournment thereof (or, if
only one shall be present and act, then that one) shall have and may exercise
all the powers of said attorneys-in-fact hereunder. In addition to the following
proposals, the proxies are authorized to vote upon such other matters as may
properly come before the meeting or any postponement or adjournment thereof.
WITHHOLD
I. ELECTION OF DIRECTORS FOR VOTE
Edward Dallin Bagley ____ ____
Edward N. Bagley ____ ____
Brad R. Baldwin ____ ____
Dwight H. Egan ____ ____
Frances M. Flood ____ ____
Randall J. Wichinski ____ ____
Mark here to vote for the ____ ____
entire slate of nominees
listed above
II. APPOINTMENT OF ERNST &
YOUNG, LLP AS AUDITORS FOR AGAINST ABSTAIN
____ ____ ____
(Continued and signed on reverse side)
<PAGE> 17
[Reverse side of proxy card]
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR ALL DIRECTORS SET FORTH HEREIN, FOR THE APPOINTMENT OF ERNST &
YOUNG AS INDEPENDENT PUBLIC ACCOUNTANTS, AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
___________________________________ ___________________________________
Date Signature
___________________________________ ___________________________________
Signature (if held jointly) Name of Shareholder (please print)
___________________________________
Title (if any)
(This proxy should be marked, dated, signed by each shareholder exactly as such
shareholder's name appears hereon and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If shares
are held by joint tenants or as community property, both should sign.)
