CODED COMMUNICATIONS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1997
The Annual Meeting of Shareholders (the "Annual Meeting") of Coded
Communications Corporation (the "Company") will be held at the offices
of the Company, 1939 Palomar Oaks Way, Carlsbad, California on May 23, 1997,
at 9:00 a.m., local time, and at any and all adjournments thereof, for the
following purposes:
1. To elect four members to the Board of Directors to serve for
the ensuing year as set forth in the accompanying Proxy Statement.
2. To ratify the selection of Coopers & Lybrand, LLP as the
Company's independent public accountants for the current year.
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or adjournments thereof.
The Board of Directors fixed the close of business on April 14,
1997, as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting or any adjournments thereof.
All shareholders are cordially invited to attend the Annual Meeting
in person. Those who cannot attend are urged to complete, sign and date
the accompanying proxy card and return it promptly in the enclosed envelope.
If you return your proxy card you may nevertheless attend the Annual Meeting
and vote your shares in person.
This Notice of Annual Meeting of Shareholders is given pursuant to
Section 222 of the Delaware Corporation Law and the Notice and the
accompanying Proxy Statement are scheduled to be mailed on or about April 21,
1997. All inquiries with respect to the Annual Meeting, this Notice of
Annual Meeting and Proxy Statement and the enclosed proxy card should
be directed to the Company, Attention: Secretary, at its principal
executive office, 1939 Palomar Oaks Way, Carlsbad, California 92009.
By Order of the Board of Directors,
/s/ Gary L. Luick
Gary L. Luick
Chief Executive Officer
Carlsbad, California
April 14, 1997
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.
CODED COMMUNICATIONS CORPORATION
1939 PALOMAR OAKS WAY
CARLSBAD, CALIFORNIA 92009
________________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1997
__________________________________________
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of Shareholders
(the "Annual Meeting") of Coded Communications Corporation, a Delaware
corporation (the "Company"), to be held on May 23, 1997, at the
offices of the Company, 1939 Palomar Oaks Way, Carlsbad, California, at
9:00 a.m. local time, and at any adjournments thereof. The accompanying
Proxy is solicited by and on behalf of the Board of Directors of the Company.
The Notice of Annual Meeting, this Proxy Statement, and the form of
proxy will be mailed to shareholders on or about April 21, 1997 The shares
represented by all properly executed proxies received by the Board of
Directors in time for the Annual Meeting will be voted.
Matters to be Considered
The matters to be considered and voted on at the Annual Meeting
will be:
1. To elect four members to the Board of Directors to serve for
the ensuing year as set forth in the accompanying Proxy Statement.
2. To ratify the appointment of Coopers & Lybrand, LLP as
independent accountants for the current year.
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or adjournments thereof.
Proxies and Voting
A Proxy for use at the Annual Meeting is enclosed. Shareholders
will be entitled to one vote per share on all matters presented at the
Annual Meeting. Any shareholder who executes and delivers a Proxy has
the right to revoke it at any time before it is exercised by filing with
the Company a written revocation of the Proxy or a duly executed Proxy
bearing a later date, or by the shareholder personally appearing at the
Annual Meeting and casting a contrary vote. Subject to such revocation,
all shares represented by a properly executed Proxy received in
time for the Annual Meeting will be voted in accordance with the
instructions contained therein, and in the absence of instructions will
be voted "FOR" the nominees for directors named herein; and FOR the
selection of independent public accountants. The Board of
Directors does not anticipate any matters being presented at the Annual
Meeting other than as set forth in the accompanying Notice of Annual
Meeting. If, however, any other matters are properly presented at the
Annual Meeting, the Proxy will be voted by the proxyholders in
accordance with the discretionary authority conferred in the Proxy.
Shareholders of record at the close of business on April 14, 1997
(the "Record Date") will be entitled to notice of and to vote at the
Annual Meeting. On the Record Date, there were outstanding 76,022,312
shares of the Company's Common Stock, 8,000 shares of the Company's
Series A preferred stock, and 46,775 shares of the Company's
Series B preferred stock. Holders of Common Stock are entitled to
one (1) vote per share, while holders of the Series A preferred stock
are entitled to 300 votes per share and the holder of the Series B
preferred stock is entitled to 163.271 votes per share. In electing
Directors of the Company and approving the other proposal presented,
holders of Common Stock and preferred stock will vote together as a single
class. The presence, in person or by proxy, of the holders of shares
representing 43,029,657 votes at the Annual Meeting will constitute a
quorum. Assuming a quorum is present at the Annual Meeting, Directors
will be elected by a plurality of the votes cast, with the Common Stock
and preferred stockholders voting together as a single class. The
ratification of the selection of independent public accountants requires
the vote of a majority of the shares of Common Stock present and entitled
to vote at the Annual Meeting.
At April 1, 1997, ISA Investments Corporation ("ISA") held
57,272,767 shares of Common Stock, or approximately 75% of the outstanding
shares of Common Stock. ISA has indicated it will vote all of its shares
"FOR" the nominees for Directors. See "Security Ownership of
Certain Beneficial Owners and Management."
Solicitation of Proxies
The enclosed Proxy is solicited on behalf of the Board of Directors
of the Company. The cost of this solicitation will be borne by the Company.
This will include the cost of supplying necessary additional copies of the
solicitation material to beneficial owners of shares held of record by
brokers, dealers, banks and voting trusts, and their nominees, and, upon
request, the reasonable expenses of the record holders for completing the
mailing of such materials and reports to such beneficial owners. The
original solicitation will be by mail. Following the original solicitation,
certain individual shareholders may be further solicited through telephonic
or other oral communications from management. Management may elect to
use specially engaged employees or paid solicitors, and the cost of these
services will be borne by the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information with respect to
(i) each person who, as of April 1, 1997, is known to the Company to be
the beneficial owner of more than 5% of any class of its Common Stock,
(ii) each director of the Company and (iii) all directors and
executive officers as a group.
<CAPTION>
Shares of
Position Common Stock Percent of
Name and Address (6) With Company Beneficially Owned Class
Directors and Executive Officers:
<S> <C> <C> <C>
Hugo R. Camou Chairman of the Board 57,272,767 (1) 75.3%
Gary L. Luick President, CEO
and Director -- -- %
John A. Robinson, Jr.(2) President,
Decom Systems, Inc. 1,769,685 (2) 2.3%
Fernando Molina Director -- -- %
Fernando Pliego Director -- -- %
All directors and executive -- 61,127,157 (3) 77.2%
officers as a group (9 persons)(3)
Other Shareholders:
ISA Investments Corporation 57,272,767 (4) 75.3%
Orizaba No. 182 Col. Rima
C.P. 06700 Mexico DF (4)
Renaissance Capital Partners II, LTD. 11,488,322 (5) 13.3%
8080 North Central Expressway
Dallas, Texas 75206 (5)
_________________________
*Less than 1%
</TABLE>
(1) Includes 57,272,767 shares of Common Stock held directly by ISA
Investments Corporation. All of the outstanding common stock of ISA
Investment Corporation are held by Mr. Hugo Camou and ISA Corporativo, S.A.
de C.V. ("ISA" Corporativo"). Mr. Camou is the controlling shareholder of
ISA Corporativo.
(2) Includes options to purchase 1,347,500 shares of Common Stock
exercisable within 60 days of April 1, 1997. Mr. Robinson resigned as a
director of the Company on April 11, 1997, and as the Company's Chief
Executive Officer and President on March 3, 1997. Mr. Robinson currently
serves as an Advisory Director of the Company and the president of the
Company's wholly-owned subsidiary Decom Systems, Inc.
(3) Includes options to purchase 3,119,500 shares of Common Stock
exercisable within 60 days of April 1, 1997 and 52,272,767 shares of Common
Stock indirectly owned by Mr. Camou (See Note 2).
(4) All of the outstanding common stock of ISA Investments
Corporation is held by Mr. Hugo Camou and ISA Corporativo, S.A. de C.V.
("ISA" Corporativo"). Mr. Camou is the controlling shareholder of ISA
Corporativo.
(5) Includes 1,333,500 shares of Common Stock issuable upon the
conversion of Series A preferred stock, 7,636,991 shares of Common Stock
issuable upon conversion of Series B preferred stock, and 1,244,240 shares
of Common Stock issuable upon conversion of the 6% Note.
(6) For purposes of this Proxy Statement, the address of Messrs.
Camou, Luick, Molina, Pliego and Robinson is 1939 Palomar Oaks Way,
Carlsbad, CA 92009.
ELECTION OF DIRECTORS AND INFORMATION CONCERNING
DIRECTORS AND EXECUTIVE OFFICERS
(PROPOSAL 1)
General
The Directors and Executive Officers of the Company are elected
annually. The Bylaws of the Company provide for a Board of Directors of
not less than three nor more than seven, with the exact number to be fixed
from time to time by the Board of Directors. At the present time,
the number of Directors is fixed at four. The nominees receiving the
highest number of affirmative votes of the shares present in person or
represented by proxy and entitled to vote for them, are elected as Directors.
Only votes cast for a nominee will be counted in determining whether that
nominee has been elected as Director. Shareholders may withhold
authority to vote for the entire slate nominated or, by writing the name
of an individual nominee in the space provided on the proxy card, withhold
the authority to vote for any individual nominee. Abstentions, broker
non-votes, and instructions on the accompanying proxy card to withhold
authority to vote for one or more of the nominees will result in such
nominee receiving fewer votes, but will not otherwise affect the outcome
of the vote. Should any nominee become unavailable to serve as a Director,
the proxies will be voted for such other person as the proxyholder may in
its discretion determine. To the best of the Company's knowledge, all
nominees are and will be available to serve.
Shares represented by the enclosed Proxy will be voted "FOR" the
election of the nominees, unless authority to vote for one or more nominees
is withheld.
Effective September 19, 1996, ISA became entitled to appoint and
thereafter nominate three of the members of the Company's Board of Directors.
The Board of Directors is also required to elect as Chairman of the Board,
the Director designated by ISA. The three individuals appointed by ISA on
September 19, 1996 to serve as members of the Company's Board of
Directors were Messrs. Hugo R. Camou; Fernando Molina and Fernando
Pliego. In addition, Renaissance Capital Partners II, Ltd. ("RenCap"), the
holder of all of the outstanding shares of the Company's Series B preferred
stock, has the right to select one Director to serve as an Advisory Director.
An Advisory Director has the right to be notified of and to attend all Board
meetings, but does not have the right to vote any matters before the
Board. On September 19, 1996, RenCap designated Mr. Vance Arnold, its
Executive Vice President, as the Advisory Director. Mr. Arnold has served
as RenCap Executive Vice President for the last five years.
At the present time, RenCap has not designated an Advisory Director for
1997; however, the Company believes Mr. Arnold will continue as RenCap's
designated Advisory Director. Mr. John A. Robinson, Jr., the president of
the Company's wholly-owned subsidiary Decom, was appointed as an Advisory
Director on April 11, 1997.
On September 19, 1996, immediately after the appointment by ISA of
Messrs. Camou, Molina and Pliego to the Company's Board of Directors,
Messrs. Steven Borgardt and James Kenney resigned their positions as members
of the Company's Board of Directors. Mr. John A. Robinson, Jr., continued to
serve on the Board until April 11, 1997.
<TABLE>
Set out below are the names of, and certain information with
respect to, the Directors all of whom are also nominees, and Executive
Officers of the Company.
<CAPTION>
Name Age Position Held With Company
<S> <C> <C>
Directors and Nominees:
Hugo R. Camou(1)(2)(3) 40 Chairman of the Board
Gary L. Luick 56 President and Chief
Executive Officer
Fernando Molina(1)(2)(3) 57 Director
Fernando Pliego(2)(3) 57 Director
Executive Officers:
Steven Borgardt 44 Vice President Finance
and Chief Financial Officer
Richard Carrine 54 Vice President Manufacturing
John A. Robinson, Jr. 62 President, Decom Systems, Inc.
Robert White 48 Vice President Engineering
John Wiggins 46 Chief Operating Officer
____________________________
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Stock Option Committee
Hugo R. Camou was appointed as the Company's Chairman of the Board
of Directors on September 19, 1996. Mr. Camou is the Chairman of the Board,
CEO and controlling shareholder of ISA Corporativo. Mr. Camou founded the
companies comprising ISA Corporativo in 1988. He is 40 years old and holds
a degree in mathematics and physics from the Instituto Poletecnico Nacional
in Mexico. Prior to founding ISA, Mr. Camou taught computer science and
mathematics for undergraduate and graduate university programs in Mexico.
Gary L. Luick was appointed President and Chief Executive Officer
of the Company, effective March 3, 1997. Mr. Luick was also appointed to
the Company's Board of Directors on April 11, 1997. Mr. Luick, age 56,
served as President of GTI Corporation from 1989- 1995 and as its CEO from
1991-1995. GTI Corporation is a publicly-held corporation. Prior
to joining GTI Corporation in 1989, Mr. Luick served in various
management roles at Allied-Signal Corporation over a 10 year period.
His responsibilities centered on corporate development, including numerous
acquisitions, divestitures and turnarounds of subsidiaries.
Mr. Luick is currently a director of Remec Corporation, a publicly-held
manufacturer of microwave modules for microwave systems for the commercial
wireless-communications market.
Fernando Molina was appointed as a director of the Company on
September 19, 1996. Mr. Molina is the Executive Vice President of Grupo
Embotellador Mexicano, S.A. de C.V., the largest Pepsi Cola bottling plant
and distributor in Mexico. He also serves on the Board of Directors of
Banco Nacional de Mexico and Consorcio Azucarero Escorpion. Mr. Molina
is a public accountant with a degree from the ITAM University, and he is 57
years old.
Fernando Pliego was appointed as a director of the Company on
September 19, 1996. Mr. Pliego serves in various executive positions for
three of the companies comprising ISA Corporativo. Mr. Pliego has more than
twenty years of experience in telecommunications in Mexico. Mr. Pliego holds
a degree in Chemical Engineering from the Universidad Nacional
Autonoma de Mexico, and he is 57 years old.
Steven Borgardt was appointed the Company's Vice President Finance
and Chief Financial Officer in August 1993. Mr. Borgardt served as a
Director of the Company from September 13, 1995 to September 19, 1996.
Since September 1981, Mr. Borgardt served in the capacities of Decom's
Vice President Finance or Chief Financial Officer. Mr. Borgardt holds a
Bachelor of Science degree in Accounting from San Diego State University
and he is a Certified Public Accountant in California.
Richard Carrine was appointed the Company's Vice President
Manufacturing in August 1993. Prior to August 1993, he served as Decom's
Vice President Manufacturing and Operations and in similar positions since
September 1976.
John A. Robinson, Jr. served as the Company's Chairman of the Board
of Directors until September 19, 1996, and in varying capacities as an
officer and director since February 1987. On March 13, 1995, Mr. Robinson
was appointed to the additional positions of president and chief executive
officer. Mr. Robinson resigned his positions as the Company's President and
Chief Executive Officer on March 3, 1997 effective with the appointment
of Mr. Luick as Chief Executive Officer and President. Mr. Robinson
presently serves as an Advisory Director of the Company and the president of
the Company's wholly-owned subsidiary, Decom Systems, Inc. Mr. Robinson
resigned as a director of the Company on April 1, 1997. Mr. Robinson holds
a BSEE degree from Bridgeport Engineering Institute.
Robert White joined the Company in September 1996 as Vice President
Engineering. Mr. White has over eighteen years of experience in management,
development and introduction of new mobile data products to the marketplace.
From 1967 to 1979, Mr. White served as the manager of the communications
system for Air Traffic Control for the Department of National Defense in
Trenton, Ontario Canada. From 1979 to 1991, White served as Manager of
Products Engineering for Mobile Data International (MDI) and from 1991 to
1996, Mr. White served as Director of Mobile Systems for RCC Consultants.
Mr. White holds a Bachelor of Science degree in Electrical Engineering.
John Wiggins joined the Company in April 1994, and was appointed
Vice President Operations, Mobile Data, in August 1995 and Chief Operating
Officer in June 1996. Mr. Wiggins has over 12 years experience in sales
and software applications support of mobile data communications systems.
Prior to joining the Company in 1994 as the general manager of the
Company's European operations, Mr. Wiggins served in various sales and
engineering management positions over a twelve year period with Motorola Inc.
Mr. Wiggins holds a Bachelors of Science degree in Computer Science from
Knightsbridge University in the U.K.
Interest of Management and Insiders in Material Transactions
None of the directors or officers of the Company, nor any person
who beneficially owns, directly or indirectly, shares carrying more than
10% of the voting rights attached to all outstanding shares of Common Stock,
nor any associate or affiliate of the foregoing persons has any material
interest, direct or indirect, in any transaction since the commencement of
the Company's last completed fiscal year or in any proposed transaction
which, in either case, has or will materially affect the Company, except
as disclosed in this Proxy Statement.
There are no family relationships between any of the directors or
executive officers of the Company.
Information About The Board of Directors and Committees of the Board
In 1996, prior to September 18, 1996, the Board of Directors held 1
meeting. Subsequent to September 18, 1996, the Board of Directors held
2 meetings. No director attended less than 75% of such meetings.
Independent directors are entitled to receive an annual grant of options
to purchase shares of Common Stock under the Company's 1992 Option Plan.
Directors who are also officers of the Company or its subsidiaries receive
no additional compensation for their services as directors. All directors
are reimbursed for their expenses incurred to attend meetings.
The standing committees of the Board of Directors are the
Compensation Committee, Audit Committee and Stock Option Committee.
The principal duties of the Compensation Committee are to determine and
review all compensation of directors and officers of the Company, and to
report to the Board of Directors of the Company. The principal duties
of the Audit Committee are to advise and assist the Board of Directors
in evaluating the performance of the Company's independent auditors,
including the scope and adequacy of the auditor's examination, and to
review with the auditors the accuracy and completeness of the Company's
financial statements and procedures. The principal duty of the Stock
Option Committee is to determine grants of stock options under the
Company's option plans.
The Compensation Committee and the Audit Committee held no meetings
in 1996. The Stock Option Committee held no formal meetings in 1996,
however, options to purchase shares of Common Stock under the 1992 Option
Plan were granted by the Stock Option Committee on several occasions by
unanimous written consent.
Executive Compensation and Benefits
The compensation and benefits program of the Company is designed to
attract, retain, and motivate employees to operate and manage the Company
for the best interests of its shareholders.
Executive compensation is designed to provide incentives for those
senior members of management who are responsible for the Company's goals
and achievements. The compensation policy calls for base salaries, with
the opportunity for bonuses to reward outstanding performance, and a stock
option program.
<TABLE>
Summary Compensation Table
The following table and notes show the compensation provided to the
Chief Executive Officer and the other executive officers, who served as
such at the end of 1996, and whose annual compensation exceeded $100,000.
<CAPTION>
Long-Term
Compensation
Annual Compensation Stock Option All Other
Name and Position Year Salary ($) Bonus ($) Other($)(1) Shares (#) Compensation($)(9)
<S> <C> <C> <C> <C> <C> <C>
John A. Robinson, Jr. (2) 1996 134,083 25,000 -- 1,615,000 (3) $1,156
Chief Executive Officer 1995 128,842 -- -- 430,000 --
and President 1994 136,177 -- -- -- --
John Wiggins (4) 1996 118,450 25,000 31,000(5) 1,500,000 (6) $ 997
Chief Operating Officer 1995 114,692 -- -- 265,000 --
1994 20,190 -- -- -- --
Steven Borgardt 1996 102,080 25,000 -- 1,005,000 (7) $ 901
Vice President Finance 1995 95,576 -- -- 350,000 --
and Chief Financial Officer1994 91,156 -- -- -- --
Richard Carrin 1996 93,650 25,000 -- 1,015,000 (8) $ 817
Vice President
Manufacturing 1995 91,153 -- -- 350,000 --
1994 95,006 -- -- -- --
____________________
</TABLE>
(1) In the interest of attracting and retaining qualified personnel,
the Company provides executive officers with certain other benefits, which
may include relocation allowances, automobile allowances, insurance and
other benefits. Unless otherwise noted, the cost of providing such personnel
benefits did not exceed, as to any individual named above, the lesser of
$25,000 or 10% of the total annual salary reported for the executive officer.
(2) Includes compensation in 1995 as Chief Operating Officer through
March 13, 1995 and as Chief Executive Officer thereafter. Includes
compensation for services as the Company's Chief Operating Officer and
Decom's Chief Executive Officer in 1994. Mr. Robinson resigned
as the Company's President and Chief Executive Officer effective March
3, 1997 and presently serves as the President of the Company's wholly-owned
subsidiary, Decom Systems, Inc..
(3) Includes options to purchase 265,000 shares which were issued in
a prior year, and canceled and repriced in 1996.
(4) Includes compensation in 1996 as Chief Operating Officer and
Vice President Engineering, and in 1995 as Vice President Engineering.
(5) Includes a housing allowance of $16,000 for relocation to San
Diego and $15,000 in sales commissions.
(6) Includes options to purchase 250,000 shares which were issued in
a prior year, and canceled and repriced in 1996.
(7) Includes options to purchase 205,000 shares which were issued in
a prior year, and canceled and repriced in 1996.
(8) Includes options to purchase 215,000 shares issued in a prior
year and canceled and repriced in 1996.
(9) Company matching contributions to 401(k) savings plan.
Employment Agreements
Mr. Robinson entered into a letter agreement with ISA in 1996
pursuant to which ISA has committed to cause the Company to retain the
services of Mr. Robinson in an executive position for three years.
Mr. Robinson's current base salary is $140,000. Mr. Robinson could
be discharged only if he is convicted of a felony. ISA has agreed to
secure the Company's obligations under the letter agreement with a letter
of credit or similar instrument.
Messrs. Wiggins, Borgardt and Carrine entered into employment
agreements with the Company in 1996 providing initial base salaries of
$125,000, $125,000 and $110,000, respectively. The term of each agreement
is three years. The agreements provide each officer an opportunity to
earn an annual incentive bonus of 30% of base salary, under a plan to be
approved annually by the Board of Directors. If the agreements are
terminated by the Company without cause or following a change of control,
as those terms are defined in the agreements, Messrs. Wiggins, Borgardt
and Carrine are to receive the greater of (i) 100% of their annual salary
or (ii) the salary payable over the remaining term of their contract.
If the agreement is terminated by the Executive Officer, the Executive
Officer can, under defined circumstances, receive 25% of his then current
base salary as a severance benefit. The agreements also provide, on a case
by case basis, additional benefits such as paid life insurance, and housing
relocation and automobile allowances. The value of these benefits, for
any one Executive Officer, does not exceed 25% of his annual base salary,
except that Mr. Wiggins is entitled to receive an annual housing allowance
of $33,600.
In February 1997, the Company entered into an employment agreement
with Mr. Gary L. Luick, the Company's Chief Executive Officer and President.
Under the terms of the three year agreement, Mr. Luick is to receive an
initial base salary of $200,000 per year and a bonus in 1997 to be not less
than $50,000. In the event the employment agreement is terminated by the
Company for good cause, as defined in the agreement, Mr. Luick is to
receive a severance benefit equal to 25% of his base salary. In the event
the employment agreement is terminated by the Company for any reason other
than good cause, then Mr. Luick will be entitled to receive the greater of
(i) 100% of his annual base salary or (ii) the balance of the salary
obligations payable to Mr. Luick over the remaining term of the
contract. In addition, Mr. Luick was granted an option to purchase
3,000,000 shares of common stock under the Company's 1992 Stock Option Plan.
The option is exercisable in three equal annual installments of 1,000,000
shares each beginning on February 17, 1998. The exercise price is
$.33 per share which was the approximate fair market value per share on
the date of grant. The option expires in February 2002.
Stock Options Granted During Fiscal Year
<TABLE>
The following table shows certain information concerning stock
options granted during the year ended December 31, 1996, to the named
Executive Officers.
<CAPTION>
1996 Stock Option Grants
% of Total
Options Options Granted Exercise Expiration
Name Granted to Employees Price Date
<S> <C> <C> <C> <C>
John A. Robinson, Jr. 1,615,000 21% $.25 to $.40 2001
John Wiggins 1,500,000 20% $.20 to $.30 2001
Steven Borgardt 1,005,000 13% $.25 to $.40 2001
Richard Carrine 1,015,000 14% $.25 to $.40 2001
In January 1996, options previously granted to certain employees
and officers, including Messrs. Robinson, Wiggins, Borgardt and Carrine,
were canceled and reissued at a new exercise price. Options to purchase
215,000, 175,000 and 175,000 shares of the Company's Common Stock, granted
in 1995 at an exercise price of $.50 to Messrs. Robinson, Borgardt
and Carrine, respectively, were canceled and new options for the same
number of shares of Common Stock were granted at a price of $.25 per share;
and options to purchase 250,000 shares of Common Stock issued to Mr. Wiggins
at an average exercise price of $.35 per share were canceled and a new option
for the same number of shares of Common Stock was granted at an exercise
price of $.20 per share. In addition, options to purchase 50,000, 40,000
and 30,000 shares of Common Stock, issued at an exercise price of $1.40 per
share in 1993 to Messrs. Robinson, Carrine and Borgardt, respectively, were
canceled in 1996 and new options granted at an exercise price of $.40 per
share, and options to purchase 250,000 shares of Common Stock at an average
exercise price of $.35 per share were canceled and new options for the same
number of shares of Common Stock were granted at an exercise price of $.20
per share. The exercise price of the new options were granted at not less
than the approximate current market price of a share of Common Stock, as
quoted by the NASDAQ OTC Electronic Bulletin Board.
Stock Options Exercised During the Fiscal Year and Year-End Value of
Unexercised Options
</TABLE>
<TABLE>
The following table sets forth information about stock options held
by the Company's named executive officers individually, as of December 31,
1996.
<CAPTION>
Aggregated Option Exercises in Last
Fiscal Year and FY-End Option Values
Shares Acquired Value Number of Value of Unexercised
on Realized Unexercised Options In-the Money Options($)(2)
Name Exercise (#) ($) (1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John A. Robinson, Jr. -- -- 1,347,500 482,500 $159,125 $ 44,125
John Wiggins -- -- 682,000 833,000 94,700 83,300
Steven Borgardt -- -- 542,500 637,500 74,625 66,625
Richard Carrine -- -- 547,500 642,500 74,625 66,625
________________
</TABLE>
(1) Calculated by taking the difference between the fair market
value of a share of Common Stock at the time of exercise and the
exercise price of the option.
(2) Calculated by taking the difference between the fair market
value of a share of Common Stock at December 31, 1996 and the exercise
price of the options.
Summary of Coded Communications 1992 Stock Option Plan (as Amended) (the
"1992 Option Plan")
A summary of the material provisions of the 1992 Option Plan (as
amended on September 19, 1996) is set forth below.
The purpose of the 1992 Option Plan is to (i) enable the Company
and its subsidiaries to recruit and retain capable employees in a highly
competitive labor market for the successful operation of its businesses and
(ii) provide an additional incentive to non-employee directors,
officers and other eligible key employees upon whom rest major
responsibilities for the successful operation and management of the Company
and its subsidiaries.
The 1992 Option Plan provides for the grant of incentive stock
options and non-qualified options. No incentive stock options have been
granted to date. Under the 1992 Option Plan, as amended, options may be
granted to key employees, officers and directors to purchase an
aggregate of not more than 15% of the Company's outstanding shares of
Common Stock and certain other securities that are convertible into Common
Stock. At December 31, 1996, the 1992 Option Plan was authorized to issue
options for the purchase of 13,250,000 shares of Common Stock.
The 1992 Option Plan is administered by a committee (the "Committee")
of all of the current directors of the Company. The Committee is authorized
to determine the grant of options to eligible employees, the number of
shares to be covered by the option, the exercise date of each option, and
the exercise price of each option which, in the case of an incentive
stock option can be no less than fair market value at the date of grant,
and in the case of a non-qualified stock option can be no less than 75%
of fair market value at the date of grant.
Options may be granted under the 1992 Option Plan by the Committee
to key full or part-time employees of the Company and its subsidiaries.
Disinterested directors who are not also employees automatically receive
options covering a specified number of shares on their election
or re-election to the Board. Disinterested directors are granted
options under the 1992 Option Plan as follows: (i) on the date when a
disinterested director first becomes a member of the Board of Directors,
he or she will receive a one time grant of a non-qualified option covering
50,000 common shares, which will become exercisable for 20,000 shares 6
months after the date of grant and 15,000 shares in 2 annual installments
beginning the first anniversary following the date of grant and (ii)
following re-election to the Board of Directors at the annual
meeting of shareholders, a grant of an option covering 50,000 common
shares which is exercisable in 3 annual installments of approximately
16,666 shares beginning the first anniversary following the date of grant.
All grants of options to disinterested directors will be at an exercise
price of not less than 85% of fair market value at the date of grant.
All options granted under the 1992 Option Plan to officers and
other eligible key employees may be exercisable only at a price which is
not less than 75% of the fair market value of the stock on the date of grant.
Payment of the exercise price may be made in cash, by certified check
or in property (including other securities of the Company) and may be
subject to a deferred payment arrangement that is a "cashless exercise"
arrangement which meets the requirements of Federal Reserve Board Regulation
T. Taxes required to be withheld at the time of exercise may be paid in
cash, by certified check, by the withholding of shares deliverable pursuant
to the exercise, or by the delivery of previously acquired shares. In
addition, the Board may authorize loans and loan guarantees, as the case
may be, for the exercise price and taxes due by reason of exercise of
options granted under the 1992 Option Plan.
If an optionee's employment terminates, the exercisable portion of
the option generally remains exercisable for a fixed period of 3 months
(12 months where employment has terminated because of death or disability).
In no case may an option be exercised after the expiration of the option
term. An option may be exercised by the optionee or his guardian or
legal representative.
The Committee has the authority to "reprice options" (i.e. to grant
new options in exchange for the cancellation of outstanding options).
Options granted to employees generally are made cumulatively
exercisable in installments, although the actual dates of exercise may be
modified by the Committee so long as the option holder's interest is not
thereby diminished without the option holder's consent. Options are
exercisable no sooner than six months after grant, or exercisable only
under such conditions as the Committee may establish, such as if the
optionee remains employed until a specified date, if specified performance
goals have been met, or in the event of a change of control.
Unless otherwise terminated by the Board of Directors, the 1992
Option Plan will terminate on March 25, 2002. The Board of Directors may
amend or terminate the 1992 Option Plan at any time; however, once granted,
no option may be terminated and no amendment of the 1992 Stock Option Plan
may adversely affect any previously granted options without the consent of
the option holder.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Under the securities laws of the United States, the Company's
directors, officers and any person holding more than 10% of outstanding
shares of Common Stock are required to report their initial ownership of
Common Stock and any subsequent changes in ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been
established, and the Company is required to disclose in this proxy
statement any failure to file these reports on a timely basis. Based solely
on a review of the copies of such forms furnished to the Company, the Company
believes that from January 1, 1996 through December 31, 1996, its Directors,
Officers and greater than 10% beneficial owners complied with the Section
16(a) filing requirements, except that Messrs. Camou, Molina and Pliego
filed their respective Form 3, Initial Statement of Beneficial Ownership of
Securities three months late.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 2)
Unless marked to the contrary, proxies received will be voted "FOR"
the selection of the appointment of Coopers & Lybrand, LLP as independent
public accountants for the current year. A representative of Coopers &
Lybrand, LLP is expected to attend the Annual Meeting and be available
to respond to appropriate questions. The representative will also have an
opportunity to make a statement if he or she desires to do so. Coopers
& Lybrand, LLP have been the Company's independent accountants since 1987.
OTHER MATTERS
The Board of Directors knows of no other business which will be
presented for consideration at the Annual Meeting other than as stated
in the Notice of Annual Meeting. However, if any other matters are
properly brought before the Annual Meeting or any adjournment thereof
(including the election of any substitute for any of the foregoing nominees
who is unable to, or for good cause will not, serve on the Board of
Directors), the proxyholders will have the discretionary authority to vote
the shares represented by proxy in accordance with their best judgment.
Any proposal of a shareholder intended to be presented at the
Company's 1998 Annual Meeting of Shareholders must submit such proposal
no later than February 25, 1998. Shareholder proposals should be submitted
to Gary L. Luick, President, Coded Communications Corporation, 1939 Palomar
Oaks Way, Carlsbad, CA 92009.
1996 ANNUAL REPORT ON FORM 10-KSB
The Company's Annual Report on Form 10-KSB, including the financial
statements and the financial schedules, required to be filed with the
Securities and Exchange Commission for the year ended December 31, 1996,
will be furnished without charge to any shareholders upon written request
to: Coded Communications Corporation, Investors Relations, 1939 Palomar
Oaks Way, Carlsbad, California 92009.
By Order of the Board of Directors
/s/ Gary L. Luick
Gary L. Luick,
Chief Executive Officer
Carlsbad, California
April 14, 1997
CODED COMMUNICATIONS CORPORATION
PROXY
FOR THE ANNUAL MEETING TO BE HELD MAY 23, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE COMPANY.
The undersigned, being a shareholder of Coded Communications Corporation
(the "Company"), hereby appoint(s) Hugo, R. Camou, Gary L. Luick, and
Steven Borgardt, as proxies with full power of substitution and authorizes
them or any of them, to attend the Annual Meeting of the Company to be held
on May 23, 1997, and at any adjournment thereof, and to vote all the shares
of Common Stock of the Company registered in the name of the undersigned
with respect to the matters set forth below as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS:
o FOR ALL nominees listed o WITHHOLD AUTHORITY
below (except as marked to vote for ANY of the
to the contrary below) nominees listed below
NOMINEES: Hugo R. Camou, Gary L. Luick, Fernando Molina and
Fernando Pliego.
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space below:
____________________________________________________________________
2. Proposal to ratify the selection of Coopers & Lybrand as
independent public accountants for the current year.
o FOR o AGAINST
3. With respect to the transaction of such other business as may
properly come before the Annual Meeting, as the proxyholders, in their
sole discretion, may see fit.
SHAREHOLDERS WHO ATTEND THE MEETING MAY VOTE IN PERSON EVEN
THOUGH THEY HAVE PREVIOUSLY MAILED THIS PROXY. PLEASE DATE, SIGN
AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
Dated: , 1997
________________________ _________________________
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
________________________ _________________________
PRINT NAME PRINT NAME
IMPORTANT: Please date this Proxy and sign exactly as name(s) appear(s)
hereon. When signing as a fiduciary, please give your full title.
Return his Proxy promptly in the enclosed envelope
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1
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
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Coded Communications Corporation (File No. 0 17574)
(Name of Registrant as Specified in Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(Payment of Filing Fee (Check the appropriate box):
o $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.\
o $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)/
o 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:
_____________________________________________________________________
o Fee paid previously with preliminary materials.
_____________________________________________________________________
o 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:
____________________________________________________________________
(4) Date Filed:
____________________________________________________________________
