<PAGE> 1
' 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
Filed by the Registrant [X]
Filed by the party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a -12
INTERAMERICAS COMMUNICATIONS CORPORATION
(Name of Registrant as Specified in its Charter)
INTERAMERICAS COMMUNICATIONS CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14-a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
<PAGE> 2
INTERAMERICAS COMMUNICATIONS CORPORATION
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1997
--------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of InterAmericas Communications Corporation, a Texas
corporation (the "Company"), will be held at the Intercontinental Hotel, 201 S.
Biscayne Blvd., Miami, Florida 33131, on May 29, 1997, at 10:00 a.m. local
time, for the following purposes:
1. To elect seven members to the Company's Board of Directors, to serve
until their respective successors have been duly elected and qualified; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on March 31, 1997
as the record date for determining those shareholders entitled to notice of,
and to vote at, the Annual Meeting and any adjournments thereof.
Whether or not you expect to be present, please sign, date and return the
enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible. No postage is required if mailed in the United States.
By Order of the Board of Directors,
Patricio E. Northland, Chairman of the Board
Miami, Florida
May 7, 1997
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE
MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE> 3
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
INTERAMERICAS COMMUNICATIONS CORPORATION
-------------------
PROXY STATEMENT
-------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of InterAmericas Communications Corporation, a Texas
corporation (the "Company"), of proxies from the holders of the Company's
Common Stock, par value $.001 per share (the "Common Stock"), for use at the
1997 Annual Meeting of Shareholders of the Company to be held on Tuesday, May
29, 1997, or at any adjournment(s) thereof (the "Annual Meeting"), pursuant to
the attached Notice of Annual Meeting. The approximate date that this Proxy
Statement and the enclosed form of proxy are first being sent to holders of
Common Stock is May 7, 1997. Shareholders should review the information
provided herein in conjunction with the Company's 1996 Annual Report to
Shareholders which accompanies this Proxy Statement. The Company's principal
executive offices are located at 1221 Brickell Avenue, Miami, Florida 33131,
and its telephone number is (305) 377-6790.
INFORMATION CONCERNING PROXY
The enclosed form of proxy is solicited on behalf of the Company's Board
of Directors. The giving of a proxy does not preclude the right to vote in
person should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person, at the Annual Meeting or by filing with the
Company's Secretary at the Company's principal executive offices a written
revocation or duly executed proxy bearing a later date; however, no such
revocation will be effective until written notice of the revocation is received
by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone, and the Company may use the
services of a proxy solicitation firm at a cost of up to $6,500. The Company's
employees will receive no compensation for soliciting proxies other than their
regular salaries. The Company may request banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies. The Company
may reimburse such persons for their expenses in so doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will be asked to
consider and vote upon the following matters:
1. To elect seven members to the Company's Board of Directors, to serve
until their respective successors have been duly elected and qualified; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
<PAGE> 4
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted in favor for all proposals described in the Notice of Annual
Meeting. In the event a shareholder specifies a different choice by means of
the enclosed proxy, his shares will be voted in accordance with the
specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 31, 1997 as
the record date (the "Record Date") for determining shareholders of the Company
entitled to notice of, and to vote at the Annual Meeting. As of the Record
Date, there were 16,154,518 shares of Common Stock issued and outstanding, all
of which are entitled to be voted at the Annual Meeting. Each share of Common
Stock is entitled to one vote on all matters to be acted upon at the Annual
Meeting, and neither the Company's Certificate of Incorporation nor Bylaws
provides for cumulative voting rights.
The attendance, in person or by proxy, of the holders of a majority of the
shares of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum. The affirmative vote of a majority of the shares of
Common Stock present in person or by proxy at the Annual Meeting is required
for the approval of each matter that is submitted to shareholders for approval
except to the extent Texas law provides to the contrary. An independent
inspector shall count the votes and ballots. Abstentions are considered as
shares present and entitled to vote but are not counted as votes cast in the
affirmative on a given matter. A broker or nominee holding shares registered
in its name, or in the names of its nominee, which are beneficially owned by
another person and for which it has not received instructions as to voting from
the beneficial owner, has the discretion to vote the beneficial owner's shares
with respect to the election of directors. If a matter had been included in
the proxy to which a broker or nominee would not have discretionary voting
power under applicable rules of the NASDAQ SmallCap(TM) Market , any broker or
nominee "non-votes" would not be considered as shares entitled to vote on that
subject matter and therefore would not be considered by the inspector when
counting votes cast on the matter, although such shares would be considered for
purposes of determining whether a quorum is present at the Annual Meeting. If
less than a majority of the outstanding shares of Common Stock are represented
at the Annual Meeting, a majority of the shares so represented may adjourn the
Annual Meeting from time to time without further notice.
2
<PAGE> 5
SECURITY OWNERSHIP
The following table sets forth, as of the Record Date, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director of the Company (each of whom constitute nominees for election as
directors at the Annual Meeting), (ii) each nominee for director of the Company,
(iii) (A) the Company's Chief Executive Officer, (B) the person who formerly
served as Chief Executive Officer of the Company during the fiscal year ended
December 31, 1996 ("Fiscal 1996"), (C) the only executive officer of the Company
at the end of 1996 whose compensation exceeded $100,000 and (D) the person who
became Chief Financial Officer of the Company on May 1, 1997 (the persons
referred to in (iii) (A) - (D) are hereinafter collectively referred to as the
"Named Executive Officers"), (iv) the beneficial owners of more than 5% of the
outstanding Common Stock and (v) all directors and executive officers of the
Company, as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE
NATURE OF OF
BENEFICIAL OUTSTANDING
NAME AND ADDRESS OWNERSHIP SHARES
- ---------------------------------------------------------- ---------- ------
<S> <C> <C>
George Cargill (2) 1,940,000 12.0%
Paul A. Moore (3) 619,500 3.8%
Hernan Streeter (4) 2,738,750 16.9%
Phillip Magiera (5) 360,000 2.2%
Patricio Silva Echenique(6) 360,000 2.2%
Patricio E. Northland(7) 333,333 2.1%
Douglas Geib, II(8) 166,667 1.0%
David Kleinman(9) -- --
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (7 persons) 4,668,250 28.9%
</TABLE>
(1) Based on 16,154,518 shares of Common Stock issued and outstanding on
March 31, 1997, plus shares which may be acquired pursuant to any options
and warrants exercisable within 60 days.
(2) The address of this shareholder is Eliodoro Yanez, 2238, Santiago, Chile.
Includes options to purchase 240,000 shares of Common Stock.
(3) The address of this shareholder is 101 N. Waukegan, Suite 930, Lake
Bluff, Illinois. Includes options to purchase 380,000 shares of Common
Stock.
(4) The address of this shareholder is Nueva de Lyon 96, Ofc. 401, Santiago,
Chile. Includes options to purchase 498,750 shares of Common Stock.
(5) The address of this shareholder is 1 Colonial Road, Dover MA 02030.
Includes options to purchase 360,000 shares of Common Stock.
(6) The address of this shareholder is Hernando de Aguirre 222, Departamento
132, Las Condas, Santiago, Chile. Includes options to purchase 360,000
shares of Common Stock.
(7) The address of this shareholder is 1221 Brickell Avenue, Miami, Florida,
33131. Includes options to purchase 333,333 shares of Common Stock.
(8) The address of this shareholder is 1221 Brickell Avenue, Miami, Florida
33131. Includes options to purchase 166,667 shares of Common Stock.
(9) The address of this shareholder is 1101 E. 58th Street, Chicago, Illinois
60637.
3
<PAGE> 6
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE THE COMPANY
- ---- --- -----------
<S> <C> <C>
Patricio E. Northland 41 Chairman of the Board of Directors, President and
Chief Executive Officer
Douglas G. Geib II 40 Chief Financial Officer
</TABLE>
- ---------------
PATRICIO E. NORTHLAND has been the Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since November 1996. In
1991, Mr. Northland founded AmericaTel, a Miami-based international
telecommunications carrier, and in 1993, Mr. Northland successfully completed a
joint venture agreement between AmericaTel and Entel, Chile's major long
distance carrier. Under Mr. Northland's leadership, AmericaTel grew to provide
satellite based voice, data and fax telecommunications services to corporate
customers in several Latin American nations. In 1996, Mr. Northland sold his
interest in AmericaTel to Entel-Chile. Prior to his own venture, Mr. Northland
was a key business executive in PanamSat and IntelSat. Mr. Northland holds a
professional engineering degree from the University of Chile, an M.S. E.E. from
George Washington University, and an M.B.A. from the University of Chicago.
DOUGLAS G. GEIB II will join the Company as its Chief Financial Officer on
May 1, 1997. Prior to joining the Company, Mr. Geib was Partner of
Ernst & Young LLP where he has worked for the past 20 years. Mr. Geib is a
Certified Public Accountant.
Executive officers serve at the pleasure of the Board of Directors, except
as otherwise provided below. See "Executive Compensation -- Employment
Contracts and Termination of Employment Arrangements."
PROPOSAL FOR THE ELECTION OF DIRECTORS
At the Annual Meeting, the shares represented by the proxies obtained
hereby, unless otherwise specified, will be voted for the election as directors
of the seven nominees hereinafter named. It is intended that the proxies
solicited by the Board of Directors will be voted for the election of Messrs.
Northland, Geib, Magiera, Cargill, Silva, Kleinman and Moore to the Company's
Board of Directors each to serve until the next Annual Meeting of Shareholders
and until their respective successors have been duly elected and qualified.
The Board of Directors has no reason to believe that any nominee will refuse or
be unable to accept election. However, if any one or more of the nominees
herein named should not be available for election, the proxies will be voted
for such substitute nominee(s), if any, as the Board of Directors may propose.
Proxies cannot be voted at the Annual Meeting for a greater number of persons
than the five nominees named in this Proxy Statement, although persons in
addition to those nominees may be nominated by the shareholders at the Annual
Meeting.
The following information is set forth with respect to each person
nominated for election as a director of the Company. Patricio E. Northland and
Douglas G. Geib II, executive officers of the Company, are also nominees for
director at the Annual Meeting. Reference is made to the information set forth
above under "Executive Officers" for a description of the business experience
of Mr. Northland and Mr. Geib.
The following table sets forth certain information regarding each director
and nominee for director other than Mr. Northland and Mr. Geib:
4
<PAGE> 7
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE THE COMPANY DIRECTOR SINCE
---- --- ------------- --------------
<S> <C> <C> <C>
Patricio E. Northland 41 Chairman of the Board of November 1996
Directors, President and Chief
Executive Officer
Douglas Geib, II 40 Chief Financial Officer May 1997
and Director Nominee
Paul A. Moore 41 Director July 1994
Patricio Silva Echenique 62 Director August 1995
Phillip Magiera 42 Director August 1995
George Cargill 56 Director July 1994
David Kleinman 61 Director Nominee ----
</TABLE>
PAUL A. MOORE has been a Director of the Company since July 1994. Mr.
Moore is a founder and has been since 1993, a Principal of Maroon Bells Capital
Partners, Inc. ("Maroon Bells"), a U.S.-based international merchant bank. In
his position at Maroon Bells, Mr. Moore focuses on international
telecommunications and media projects. During his fifteen year
telecommunications career, Mr. Moore has held executive positions with Centel
Corporation and with Anderson Pacific, a telecommunications buyout firm.
PATRICIO SILVA ECHENIQUE has been a Director of the Company since August
1995. From 1990 through 1994, Mr. Silva served as Ambassador from Chile to the
United States. During his career, Mr. Silva served as a member of the board of
directors of the State Bank of Chile, the Chilean Copper Corporation, and
ENTEL, the former Chilean long distance monopoly. He has also served as an
executive of the United Nations Development Office for Latin America and as an
independent consultant.
PHILLIP S. MAGIERA has been a Director of the Company since August 1995.
Mr. Magiera is the founder and was President of the Applied Telecommunications
Technologies I-IV Funds which have invested over $100 million of debt and equity
in over 35 emerging telecommunications service providers and manufacturers in
industries such as cellular service and Internet access. Prior to founding the
Applied Telecommunications Technologies Fund, Mr. Magiera was Vice President of
Fidelity Ventures, Inc., a wholly-owned venture capital subsidiary of Fidelity
Investments.
5
<PAGE> 8
DAVID C. KLEINMAN is currently Senior Lecturer in Business Policy at the
Graduate School of Business of the University of Chicago where he has taught
since 1971. Mr. Kleinman serves as a member of the Board of Directors of the
following public companies: Acorn Funds and Irex Corporation.
GEORGE CARGILL was named a Director of the Company in July 1994 and has
been a Director of HSI since 1990. Mr. Cargill founded Telectronics, S.A., a
distributor of telecommunications equipment and services ("Teletronic"), in
1976 and has been General Manager of the company since its inception. Mr.
Cargill has over 20 years of experience in the telecommunications industry
within the product distribution area. Mr. Cargill has also worked with other
companies in the telecommunications and telephone industries including Ralex,
S.A. and CTC. Mr. Cargill has a Civil Engineering degree from the
Catholic University in Chile, and has done post-graduate work at the Ecole
National de Telecommunications in France.
There are no family relationships among any of the Company's directors and
officers.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by regulations promulgated by the Securities
and Exchange Commission to furnish the Company with copies of all Section 16(a)
forms they file.
With reference to transactions during 1996, to the Company's knowledge,
based solely on review of the copies of such reports furnished to the Company
and written representations, no other reports were required to be filed. All
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent shareholders were complied with.
The Board of Directors held five meetings during 1996. All of the
Company's directors attended more than 75% of the aggregate of the total number
of meetings of the Board of Directors. No meetings were held by the committees
of the Board of Directors during 1996.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit and Compensation
Committee. The members of each committee have been appointed by the Board of
Directors to serve until their respective successors are elected and qualified.
Audit Committee. The Audit Committee reviews the scope and results of the
audit of the financial statements of the Company and reviews the internal
accounting, financial and operating control procedures of the Company. The
Audit Committee is composed of Messrs. Silva, Magiera and Cargill, each of
whom, in accordance with the rules of the Nasdaq, is independent of management
and free from any relationship that, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment as a committee
member. The Audit Committee did not meet in 1996.
Compensation Committee. The Compensation and Committee determines the
cash and other incentive compensation, if any, to be paid to the Company's
executive officers. The Compensation Committee is also responsible for the
administration and award of stock options under the Company's stock option
plans as well as the award of non-qualified stock options and warrants issued
pursuant to individual stock option and warrant agreements. The Compensation
Committee is composed of Messrs. Silva, Magiera and Cargill, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act.
The Compensation Committee did not meet in 1996.
The functions that would normally be performed by the Audit and
Compensation Committees were performed by the Company's Board of Directors in
1996.
6
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.
The Compensation Committee is composed entirely of independent outside
members of the Company's Board of Directors. The Compensation Committee
reviews and approves each of the elements of the executive compensation
program of the Company and continually assesses the effectiveness and
competitiveness of the program. In addition, the Compensation Committee
administers the stock option program and other key provisions of the executive
compensation program and reviews with the Board of Directors all aspects of
compensation for the Company's executives.
COMPENSATION PHILOSOPHY
The Company's executive compensation program has been designed to (i)
align executive compensation with shareholder interests; (ii) attract, retain
and motivate a highly competent executive team, (iii) link compensation to
individual and Company performance and (iv) achieve a balance between
incentives for short-term and long-term results. The Company positions base
salaries at competitive levels; however, an annual bonus has historically been
paid to reward exceptional performance in amounts above competitive levels.
The Company also believes in providing rewards for the creation of stockholder
value through the use of stock options. The Company and the Compensation
Committee believe that this philosophy will motivate the Company's executives
and, thereby, reinforce the accomplishment of the Company's strategic and
financial goals.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
BASE SALARIES
The Company's salary levels for executive officers are set at a rate
slightly below the median level of other telecommunications companies of
similar revenues. Salary increases are designed to reflect competitive
practices in the industry, financial performance of the Company and individual
performance of the executive.
BONUSES
No bonuses were paid to any of the Company's officers in 1996.
LONG-TERM INCENTIVES
The objectives of the Company's long-term incentive program are to offer
opportunities for stock ownership that are competitive with those at peer
companies and to encourage and create ownership and retention of the Company's
stock by key employees. Grant levels under the Company's employee stock option
plans consider such factors as awards to officers of companies within the
Company's peer group, the executive's tenure, responsibilities and current
stock and option holdings.
CEO COMPENSATION
The Compensation Committee is responsible for recommending the
compensation of the CEO and such compensation is determined in the same manner
as the compensation of the other officers of the Company.
7
<PAGE> 10
SECTION 162(M) COMPLIANCE
The Company does not presently anticipate that the compensation of any of
the Named Executive Officers will exceed the $1,000,000 non-performance based
compensation threshold of Section 162(m) of the Internal Revenue Code. The
Company and the Committee will continue to monitor the compensation levels of
the Named Executive Officers and determine the appropriate response to Section
162(m) when and if necessary. It is the Company's intention to bring the
Company's stock option program into compliance with Section 162(m), if
necessary, to insure that stock option grants are excluded from the
compensation calculation for the purposes of Section 162(m).
8
<PAGE> 11
COMPARISON OF THREE-YEAR CUMULATIVE TOTAL RETURN*
NASDAQ COMPOSITE, NASDAQ TELECOM AND ICCA
(PERFORMANCE RESULTS THROUGH _______________)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ NASDAQ
(FISCAL YEAR COVERED) COMPOSITE TELECOM ICCA
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 100.00 141.42 130.94
1996 100.00 173.94 133.79
</TABLE>
9
<PAGE> 12
SUMMARY COMPENSATION TABLE
The following table shows, for fiscal years 1994, 1995 and 1996, the
compensation earned by the Named Executive Officers:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------
OTHER
ANNUAL
NAME AND PRINCIPAL COMPEN-
POSITION(S) YEAR SALARY ($) BONUS($) SATION($)(1)
- ---------------------- ---- ---------- -------- ------------
<S> <C> <C> <C> <C>
Patricio E. Northland 1996 $50,000 - -
Chairman of the Board, 1995 - - -
President and CEO 1994 - - -
Effective as of
November 23, 1996
Hernan A. Streeter 1996 110,000 $0 -
Former President and
Chief Executive 1995 120,000 $0 -
Officer 1994 35,000 $0 -
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------------------
AWARDS PAYOUTS
----------------------------------- --------------
LONG-TERM ALL OTHER
RESTRICTED NUMBER OF INCENTIVE COMPEN-
NAME AND PRINCIPAL STOCK OPTIONS/ PLAN SATION
POSITION(S) YEAR AWARDS($) SARS(#) PAYOUTS($) ($)(1)
- ---------------------- ---- --------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Patricio E. Northland 1996 - 333,333(2) - -
Chairman of the Board, 1995 - - - -
President and CEO 1994 - - - -
Effective as of
November 23, 1996
Hernan A. Streeter 1996 - 125,000(3) - -
Former President and
Chief Executive 1995 - 100,000(4) - -
Officer 1994 - 285,000(5) - -
</TABLE>
- -----------------------
(1) Perquisites to each officer did not exceed the lesser of $50,000 or 10%
of the total salary and bonus for such officer.
(2) Options to purchase 333,000 shares or an exercise price of 2.81 per
share.
(3) Includes options to purchase 125,000 at an exercise price of $2.25 per
share.
(4) Includes options to purchase 100,000 shares at an exercise price of $1.96.
(5) [Includes options to purchase 100,000 shares at an exercise price of
$0.35 per share, 135,000 shares at an exercise price of $2.50 per
share. Also includes options to purchase 50,000 share at an exercise
price of $2.50 per share and options to purchase 100,000 shares at an
exercise price of $1.96 per share.] Mr. Streeter served as a member of the
Board of Directors.
STOCK OPTION GRANTS IN FISCAL 1996
The following table sets forth information regarding the grant of stock
options during fiscal 1996 to the Named Executive Officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------------------- ANNUAL RATES OF
PERCENT OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
NUMBER OF GRANTED TO OPTION TERM($)(3)
OPTIONS EMPLOYEES IN EXERCISE PRICES EXPIRATION --------------------
NAME GRANTED FISCAL 1996(1) PER SHARE($) DATE 5% 10%
- --------------------- -------------------- -------------- --------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Patricio E. Northland..... 1,000,000 89% 2.81 Jan. 2007 $61,000 3,000,000
Hernan Streeter........... 125,000 11% 2.25 Mar. 2006 $78,000 448,000
</TABLE>
10
<PAGE> 13
OPTION EXERCISES IN FISCAL 1996 AND
OPTION VALUES AT THE END OF FISCAL 1996
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during fiscal 1996 and
unexercised options held as of the end of fiscal 1996.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Number of December 31, 1996 December 31, 1996($)
Shares ----------------- --------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized($) Unexercisable Unexercisable
- ---------------------- ----------- ----------- ----------------- --------------------
<S> <C> <C> <C> <C>
Patricio E. Northland..... 0 - -/- -/-
Hernan Streeter........... 0 - -/- -/-
</TABLE>
11
<PAGE> 14
DIRECTOR COMPENSATION
Directors are entitled to receive compensation and are entitled to
reimbursement of related out-of-pocket expenses.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company entered into employment and severance agreements (the
"Employment Agreements") with Patricio E. Northland, President, Chief Executive
Officer and Chairman of the Board of Directors of the Company and Douglas Geib,
Chief Financial Officer of the Company, in December 1996 and in May 1997,
respectively. Each Employment Agreement has a term of three years, unless
earlier terminated for cause, death or disability, and provides for an annual
salary of $300,000 for Mr. Northland and $250,000 for Mr. Geib.
In addition to the base salary, the Employment Agreements each provide for
a primary performance award based upon business criteria which is designed to
enhance shareholder value during each year up to a maximum of 100% of the base
salaries payable thereunder. Mr. Northland and Mr. Geib were also granted
non-qualified stock options to purchase 1,000,000 shares and 500,000 shares,
respectively, of the Company's Common Stock at an exercise price of $2.81 per
share and $2.42 per share, respectively. One-third of such options are
presently exercisable, and the remainder vest in equal annual installments over
the balance of the term of the Employment Agreements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
Compensation Committee consists of three members, none of whom are employed by
the Company. Each member of the Compensation Committee is a "disinterested
person" within the meaning of Rule 16b-3 under the Exchange Act.
12
<PAGE> 15
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business to be presented at the Company's 1997 Annual
Meeting of Shareholders. If any other business should properly come before the
Company's 1997 Annual Meeting of Shareholders, the persons named in the
accompanying proxy will vote thereon as in their discretion they may deem
appropriate, unless they are directed by a proxy to do otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, proposals of shareholders intended to be presented at the Company's
1998 Annual Meeting of Shareholders must be received in writing by the
Company's Secretary at the Company's principal executive offices not later than
January 28, 1998 in order to be included in the Company's Proxy Statement and
form of Proxy relating to that Annual Meeting.
By Order of the Board of Directors
Patricio E. Northland, Chairman of the Board
Miami, Florida
May 7, 1997
13
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APPENDIX A
PROXY
INTERAMERICAS COMMUNICATIONS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF BOARD OF DIRECTORS OF
INTERAMERICAS COMMUNICATIONS CORPORATION
The undersigned hereby appoints Patricio E. Northland and Paul A. Moore
and each of them, as proxies each with full power of substitution, to vote as
directed below all of the shares of Common Stock of the Company held or owned
by the undersigned at the Annual Meeting of Shareholders (the "Annual Meeting")
of InterAmericas Communications Corporation (the "Company") to be held at the
Intercontinental Hotel at 201 S. Biscayne Blvd., Miami, Florida 33131, on June
10, 1997 at 10:00 a.m., local time, and at any adjournments thereof, hereby
revoking any proxies heretofore given.
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<S> <C> <C>
1. ELECTION OF DIRECTORS: FOR all nominees listed below [ ]
(except as set forth to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
Patricio E. Northland, Paul A. Moore, Douglas MacLellan, Philip Magiera,
David C. Kleinman, George Cargill and Patricio Silva Echenique
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
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2. In their discretion, the proxies are authorized to vote upon any
other business which properly comes before the Annual Meeting and
any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED IN FAVOR OF ALL NOMINEES AND FOR PROPOSALS NO. 2.
Please sign exactly as your name appears on your proxy card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THE CARD IN
THE ENCLOSED ENVELOPE.
DATED: , 1997 Signature:
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DATED: , 1997 Signature:
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