<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Confidential, For Use of the Commission
[_] Preliminary Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMTECH CORPORATION D/B/A AMTC CORPORATION
(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):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------------
[_] 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>
AMTECH CORPORATION
D/B/A AMTC CORPORATION
ONE GALLERIA TOWER
13355 NOEL ROAD
SUITE 1555
DALLAS, TEXAS 75240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 31, 1998
Notice is hereby given that the Annual Meeting (the "Meeting") of the
Shareholders of Amtech Corporation d/b/a AMTC Corporation (the "Company") will
be held on August 31, 1998, at 8:30 a.m., local time, at The Westin Hotel,
13340 Dallas Parkway, Dallas, Texas 75240, for the following purposes:
1. To consider and vote upon a proposal to elect David P. Cook, James S.
Marston, Antonio R. Sanchez, Jr., and Ben G. Streetman as directors of the
Company;
2. To amend the Company's Articles of Incorporation to change the
Company's name to "CustomTracks Corporation;" and
3. To transact any other business that properly comes before the Meeting
or any adjournment thereof.
Only shareholders of record at the close of business on July 17, 1998, are
entitled to notice of, and to vote at, the Meeting or any adjournment thereof.
The stock transfer books will not be closed.
The Company would like you to attend the Meeting, but understands that you
may not be able to do so. For your convenience, and to ensure that your shares
are represented and voted according to your wishes, we have enclosed a proxy
card for you to use. Please sign and date the proxy card and return it to us
as soon as possible. We have provided you with a postage-paid envelope to
return your proxy card. If you attend the Meeting, you may revoke your proxy
and vote in person.
By Order of the Board of Directors
Ronald A. Woessner
Secretary
Dallas, Texas
July 20, 1998
<PAGE>
AMTECH CORPORATION
D/B/A AMTC CORPORATION
ONE GALLERIA TOWER
13355 NOEL ROAD
SUITE 1555
DALLAS, TEXAS 75240
PROXY STATEMENT
FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 31, 1998
SOLICITATION
The Board of Directors of Amtech Corporation d/b/a AMTC Corporation (the
"Company") is soliciting your proxy in the form of the enclosed proxy card for
use at the Annual Meeting of Shareholders of the Company (the "Meeting") to be
held on August 31, 1998, 8:30 a.m., local time, at The Westin Hotel, 13340
Dallas Parkway, Dallas, Texas 75240, as set forth in the accompanying Notice
of Annual Meeting of Shareholders (the "Notice") and at any adjournment
thereof. This Proxy Statement and the enclosed proxy card are being mailed to
shareholders on or about July 20, 1998.
RECORD DATE AND VOTING SECURITIES
Only shareholders of record at the close of business on July 17, 1998, will
be entitled to vote on matters presented at the Meeting or any adjournment
thereof.
As of June 30, 1998, there were issued and outstanding 14,902,609 shares of
$.01 par value common stock of the Company (the "Common Stock"). The holders
of a majority of the outstanding shares of Common Stock as of the record date
must be represented at the Meeting in person or by proxy to have a quorum for
the Meeting and to act on the matters specified in this Notice. Votes withheld
from any director nominee will be counted in determining whether a quorum has
been reached. Under the Articles of Incorporation of the Company, each share
of Common Stock is entitled to one vote on all matters brought before the
Meeting or any adjournment thereof. In the election of directors, shareholders
are not entitled to cumulate their votes and are not entitled to vote for a
greater number of persons than the number of nominees named in this Proxy
Statement.
Assuming a quorum is present, the affirmative vote of a plurality of the
shares of Common Stock voted and entitled to vote for the election of
directors is required for the election of directors. Votes may be cast in
favor of, or withheld from, a director nominee. Votes that are withheld from a
particular nominee will not affect the outcome of the vote. Assuming a quorum
is present, the affirmative vote of at least 66 2/3% of the outstanding shares
of Common Stock is required to approve the amendment to the Company's Articles
of Incorporation to change the Company's name to CustomTracks Corporation.
Under applicable rules, brokers who hold shares in street name have the
authority to vote in favor of all matters specified in the Notice, if they do
not receive contrary voting instructions from beneficial owners. Under
applicable law, if a broker has not received voting instructions with respect
to certain shares and gives a proxy for those shares, but does not vote the
shares on a particular matter, those shares will not affect the outcome of the
vote with respect to that matter. Any shareholder who is present at the
Meeting, but abstains from voting, will be counted for purposes of determining
whether a quorum exists. An abstention will not be counted as an
<PAGE>
affirmative or negative vote in the election of the directors. With respect to
all other matters, an abstention would have the same effect as a vote against
the proposal. The shareholders of the Company have no appraisal rights under
Texas law with respect to the proposals specified in the Notice.
Any shareholder giving a proxy may revoke it at any time before it is voted
by giving written notice to the Company or by attending the Meeting in person
and voting such shares. Where a shareholder has appropriately specified how a
proxy is to be voted, it will be voted accordingly, and where no specific
direction is given, it will be voted FOR adoption of each of the proposals set
forth in this Notice and at the discretion of the proxy holders on all other
business that properly comes before the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of June 30, 1998, by (i) each
person who is known by the Company to own beneficially more than five percent
of the outstanding shares of Common Stock, (ii) each director and director
nominee and the five most highly compensated executive officers of the
Company, and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1)
-------------------------------
NUMBER OF PERCENTAGE OF TOTAL
SHARES SHARES OUTSTANDING(2)
--------- ---------------------
<S> <C> <C>
David P. Cook(3).............................. 600,828 3.89%
Stuart M. Evans(4)............................ 98,749 *
Michael E. Keane(5)........................... 25,000 *
Dr. Jeremy A. Landt(6)........................ 74,250 *
James S. Marston(5)........................... 35,000 *
Antonio R. Sanchez, Jr.(7).................... 1,277,212 8.55%
Ben G. Streetman.............................. 0 *
Michael H. Wolpert(8)......................... 42,299 *
Steve M. York(9).............................. 137,150 *
Albert Fried & Company, LLC................... 1,104,351 7.41%
40 Exchange Place
New York, New York 10005
Mitsubishi Corporation........................ 822,823 5.52%
6-3, Marunouchi, 2-Chome
Chiyoda-Ku, Tokyo
Japan
All directors and executive officers as a
group(10).................................... 2,332,750 14.81%
</TABLE>
- --------
* Denotes ownership of less than 1%.
(1) Except as otherwise noted, each person has sole voting and investment
power over the Common Stock shown as beneficially owned, subject to
community property laws where applicable.
(2) Shares of Common Stock that were not outstanding but could be acquired
upon exercise of an option within 60 days of June 30, 1998, are deemed
outstanding for the purpose of computing the percentage of outstanding
shares beneficially owned by a particular person. However, such shares are
not deemed to be outstanding for the purpose of computing the percentage
of outstanding shares beneficially owned by any other person.
2
<PAGE>
(3) Includes 561,828 shares that Mr. Cook has the right to acquire under
outstanding stock options and warrants that are currently exercisable or
that become exercisable within 60 days of June 30, 1998.
(4) Includes 34,000 shares that Mr. Evans has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of June 30, 1998.
(5) This individual has the right to acquire these shares under outstanding
stock options that are currently exercisable or that become exercisable
within 60 days of June 30, 1998.
(6) Includes 71,250 shares that Dr. Landt has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of June 30, 1998. Also, includes 3,000 shares
with respect to which Dr. Landt shares voting and investment power with
his spouse.
(7) Includes 131,251 shares that are owned by family members of Mr. Sanchez or
by trusts for which Mr. Sanchez serves as trustee or is a beneficiary. Of
such 131,251 shares, (i) 9,375 shares are held by family members of Mr.
Sanchez; (ii) 82,500 shares, over which Mr. Sanchez exercises voting,
investment, and disposition power, are held in trusts for which Mr.
Sanchez acts as trustee for the benefit of other persons; and (iii) 39,376
shares, over which Mr. Sanchez does not have voting, investment, or
disposition powers, are held in a trust for the benefit of Mr. Sanchez and
certain of his family members. Also, includes 35,000 shares that Mr.
Sanchez has the right to acquire under outstanding stock options that are
currently exercisable or that become exercisable within 60 days of June
30, 1998.
(8) Includes 33,500 shares that Mr. Wolpert has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of June 30, 1998.
(9) Includes 63,750 shares that Mr. York has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of June 30, 1998. Also, includes 73,400 shares
with respect to which Mr. York shares investment power with his spouse.
(10) Includes all shares as to which the directors and executive officers
disclaim beneficial ownership.
3
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of July 20, 1998, the names of the
current directors, director nominees, and executive officers of the Company
and their respective ages and positions with the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David P. Cook(1)(3)..... 46 Director, Chairman, President, and Chief Executive Officer
Michael E. Keane........ 42 Director
Dr. Jeremy A. Landt..... 56 Director
James S.
Marston(1)(2)(3)....... 65 Director
Antonio R. Sanchez,
Jr.(2)(3).............. 55 Director
Ben G. Streetman........ 59 Director Nominee
Ronald A. Woessner...... 41 Vice President, General Counsel, and Secretary
Michael H. Wolpert...... 59 President--Cardkey Systems
Steve M. York........... 47 Senior Vice President, Chief Financial Officer, and Treasurer
</TABLE>
- --------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.
David P. Cook became a director of the Company in December 1995 and was
appointed Chairman, President, and Chief Executive Officer effective April 29,
1998. Mr. Cook is a private investor and most recently served as Chairman and
Chief Executive Officer of ARBImetrics Corporation, a Dallas-based investment
company. Mr. Cook previously served as a director of Amtech Corporation from
1984 until 1990, serving as Chairman of the Executive Committee until 1990.
Mr. Cook founded, and was Chief Executive Officer of, Blockbuster
Entertainment Corporation from its inception until 1987. Prior to that, he was
Chairman of Cook Data Services, Inc., a software company that he also founded.
Michael E. Keane became a director of the Company in November 1997. Mr.
Keane has been Senior Vice President and Chief Financial Officer of UNOVA,
Inc. ("UNOVA") since November 1997. UNOVA comprises the former industrial
technology businesses spun off from Western Atlas, Inc. in October 1997, where
Mr. Keane was also Senior Vice President and Chief Financial Officer from
October 1996 until October 1997 and Vice President and Treasurer from March
1994 until October 1996. Prior to that, he was Corporate Director, Pensions
and Insurance, for Litton Industries, Inc. from January 1993 until March 1994.
Dr. Jeremy A. Landt, a co-founder of the Company, was appointed Vice
President and Chief Technical Officer of the Company in April 1996. Dr. Landt
separated from employment with the Company in connection with the sale of the
Company's Transportation Systems Group to Intermec Technologies Corporation, a
subsidiary of UNOVA, Inc., which closed in June 1998.
James S. Marston became a director of the Company in September 1991. From
September 1987 through February 1998, Mr. Marston served as a Senior, or
Executive, Vice President and the Chief Information Officer of APL Limited,
one of the largest U.S.-based intermodal shipping companies. Between 1986 and
1987, Mr. Marston served as President of AMR Technical Training Division, AMR
Corporation.
Antonio R. Sanchez, Jr. was one of the early investors in the Company in
1987 and became a director of the Company in February 1993. Presently, Mr.
Sanchez is Chairman and Chief Executive Officer of Sanchez Oil & Gas
Corporation. Mr. Sanchez also holds interests in banking, real estate
development, industrial parks, and various other investments. Mr. Sanchez
serves as a director of International Bank of Commerce ("IBC") and as a
director and shareholder of IBC's publicly-traded holding company,
International Bancshares Corporation, with
4
<PAGE>
which the Company formerly did business. Mr. Sanchez is also a member of the
University of Texas Board of Regents.
Ben G. Streetman has been chosen as a director nominee. Mr. Streetman is
Dean of the College of Engineering at the University of Texas at Austin and
holds the Dula D. Cockrell Centennial Chair in Engineering. He is a Professor
of Electrical and Computer Engineering and was the founding director of the
Microelectronics Research Center from 1984 until 1996. He is also a member of
the Board of Directors for National Instruments and Global Marine.
Ronald A. Woessner joined the Company in April 1992 as General Counsel. He
was appointed Vice President in December 1993. He was previously a corporate
and securities attorney with the Dallas-based law firm of Johnson & Gibbs,
P.C.
Michael H. Wolpert joined the Company in August 1995 when the Company
acquired the business of Cardkey Systems, Inc. ("Cardkey"). The Company
appointed Mr. Wolpert President of Cardkey at the time of the acquisition.
From January 1995 to August 1995, he was employed by the predecessor-in-
interest to Cardkey as Vice President, Systems Product Group. From January
1993 through December 1994, he was Vice President of Domestic Marketing and
Sales for Javelin Electronics, a leading supplier of closed circuit television
systems for the security industry.
Steve M. York joined the Company in April 1990 as Vice President, Chief
Financial Officer, and Treasurer. He was appointed Senior Vice President in
April 1994. Mr. York, a Certified Public Accountant, previously held various
financial management positions with commercial operating companies and was
employed by Arthur Young & Co. (now Ernst & Young LLP).
See "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS--Transactions with
Management and Related Parties" for a description of transactions between the
Company or a subsidiary and certain directors and executive officers of the
Company.
Each director serves until the next annual meeting of shareholders, and
until the director's successor is duly elected and qualified, unless earlier
removed in accordance with the Company's bylaws. Officers serve at the
discretion of the Board of Directors.
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
The Company has an Audit Committee of the Board of Directors, which is
currently comprised entirely of non-employee directors. The members of the
Audit Committee currently are James S. Marston and Antonio R. Sanchez, Jr.
During 1997, Elmer W. Johnson, a former Board member, was also a member of the
Audit Committee. The Audit Committee has responsibility and authority for
making an annual recommendation of independent auditors to the Board of
Directors to serve as auditors of the Company's books, records and accounts,
reviewing the scope of audits made by the independent auditors, and receiving
and reviewing the audit reports submitted by the independent auditors. The
Audit Committee met once during the year ended December 31, 1997.
During the year ended December 31, 1997, the Company's Compensation and
Stock Option Committee was comprised entirely of non-employee directors.
During 1997, the members of the Compensation and Stock Option Committee were
Gary J. Fernandes; Thomas W. Luce, III; and Elmer W. Johnson, all former
directors and non-employees of the Company. The Compensation and Stock Option
Committee administers the Company's stock option plans and administers
executive compensation, although any proposed compensation arrangements for
the Company's corporate officers require approval by the Board of Directors.
The Compensation and Stock Option Committee met on three occasions during the
year ended December 31, 1997. Currently, there is no Compensation and Stock
Option Committee. The Board of Directors will appoint members of the committee
after the Annual Meeting of Shareholders.
5
<PAGE>
The Company has a Nominating Committee, which is currently comprised of
David P. Cook, James S. Marston, and Antonio R. Sanchez, Jr. During 1997, G.
Russell Mortenson, former Chairman, President, and Chief Executive Officer of
the Company, and Gary J. Fernandes, a former Board member, were also members
of the Nominating Committee. The Nominating Committee will consider nominees
for the Board of Directors suggested by the Company's shareholders.
Shareholders desiring to submit nominations should forward them to the
Secretary of the Company, Ronald A. Woessner, at the Company's principal
executive offices. The Nominating Committee met once during the year ended
December 31, 1997.
The Board of Directors met on ten occasions during the year ended December
31, 1997. All directors, except Mr. Fernandes, attended at least 75% of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings held by all committees of the Board on which the
director served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid by the Company for the last three years to the Company's five most highly
compensated executive officers. Immediately following the table are summaries
of any existing employment-related contracts with these executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------- ----------------------- -------
OTHER NUMBER OF
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARD OPTIONS LTIP SATION(1)
- --------------------------- ---- -------- ------ ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. RUSSELL
MORTENSON(2)........... 1997 $300,000 $ -- -- $ -- 221,838(3) -- $2,574
President, Chief Execu-
tive Officer, 1996 300,000 58,536 -- 172,500(4) 80,000(5) -- 1,440
and Chairman of the
Board 1995 288,000 57,600 -- -- 100,000(4) -- 2,310
STUART M. EVANS(2)(6)... 1997 209,042 -- -- -- -- -- 1,376
President, Electronic 1996 180,550 46,958 -- 34,500(4) 30,000(5) -- --
Security Group 1995 150,950 24,442 -- -- 40,000(4) -- --
JOHN E. WILSON(2)....... 1997 166,040 -- -- 24,375 29,000(3) -- 2,000
President, Transporta-
tion 1996 127,488 35,438 -- -- 7,000 -- 1,875
Systems Group 1995 98,558 59,938 -- -- 30,000 -- 1,227
MICHAEL H. WOLPERT...... 1997 170,500 34,807 -- -- 30,000(3) -- 4,077
President 1996 155,000 55,425 -- -- 10,000 -- 1,875
Cardkey Systems 1995 64,583 17,050 -- -- 30,000 -- --
STEVE M. YORK........... 1997 193,000 -- -- -- 50,000(3) -- 2,000
Senior Vice President,
Chief 1996 175,000 43,162 -- 67,275(4) 30,000(5) -- 1,440
Financial Officer, and
Treasurer 1995 157,500 32,000 -- -- 39,000(4) -- 2,310
</TABLE>
- --------
(1) Represents Company contributions to the Company's 401(k) Retirement Plan
or the Company's Employee Stock Purchase Plan.
(2) Has subsequently separated from employment with the Company in 1998.
(3) The number of shares that may be received under 1997 option grants
includes 73,946, 8,000, 10,000, and 25,000 shares for Messrs. Mortenson,
Wilson, Wolpert, and York, respectively, which represent "restricted
shares" issuable for no additional consideration if and when a like number
of option shares are exercised and held for the requisite period. See
"Option Grants Table."
(4) The "Number of Securities Underlying Options" as originally reported in
the Company's 1996 Proxy Statement for Messrs. Mortenson, Evans, and York
included 30,000, 6,000, and 11,700 shares, respectively,
6
<PAGE>
which were "restricted shares" issuable for no additional consideration
when a like number of option shares were exercised and held for the
requisite period. In 1996, when the corresponding options were exercised,
these "restricted shares" were issued. They are now reflected in the table
under "Restricted Stock Award" for 1996, and the number of shares reflected
in the table under "Number of Securities Underlying Options" for 1995 has
been correspondingly reduced by the number of "restricted shares" issued.
The "restricted shares" can be forfeited to the Company if, during the
three years following their issuance, (i) the recipient fails to hold the
shares received upon exercise of the related stock option for the requisite
period or (ii) the recipient's employment is terminated for cause or the
recipient separates from employment with the Company under certain other
circumstances. The "restricted share" awards provide for, with the consent
of the Board of Directors, lapsing of restrictions if the recipient's
employment is terminated other than for cause or if the recipient separates
from employment with the Company under certain other circumstances.
(5) The number of shares that may be received under 1996 option grants
includes 40,000, 15,000, and 15,000 shares for Messrs. Mortenson, Evans,
and York, respectively, which represent "restricted shares" issuable for
no additional consideration if and when a like number of option shares are
exercised and held for the requisite period.
(6) Annual compensation is paid in U.K. pound sterling and has been translated
to U.S. dollars at an average rate for the year.
Severance and Employment Contracts with Certain Executive Officers
Pursuant to a severance agreement between the Company and Mr. Mortenson,
coupled with Mr. Mortenson's exercise of various stock options, the Company
reported a first quarter 1998 expense charge of approximately $1,000,000,
including a cash payment to Mr. Mortenson of approximately $650,000. Under the
terms of the severance agreement, Mr. Mortenson is bound by various
confidentiality and non-competition provisions.
Pursuant to a severance agreement between the Company and Mr. Evans, the
Company will report a second quarter 1998 expense charge of approximately
$500,000, including a cash payment (a portion of which was contributed to Mr.
Evans' pension fund) to Mr. Evans of approximately $400,000. The severance
agreement also contains confidentiality and non-solicitation provisions.
The Company and Mr. Wolpert are parties to a severance agreement, which, per
the severance agreement formula (which is based on years of service), as of
June 30, 1998, provides for the payment to him of seven months of his base
salary in the event he has good reason (as defined) to resign his employment
or if his employment is terminated other than for cause. The severance
agreement also contains confidentiality and non-competition provisions.
The Company and Mr. York are parties to a severance agreement, which, per
the severance agreement formula (which is based on years of service), as of
June 30, 1998, provides for the payment to him of 18 months of his base salary
in the event he has good reason (as defined) to resign his employment or if
his employment is terminated other than for cause. The agreement also provides
for the payment to Mr. York of three times his annual base salary in the event
his employment terminates after a change in control (as defined) of the
Company. The severance agreement also contains confidentiality and non-
competition provisions.
Also, see "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS--Transactions
with Management and Related Parties" for a description of the employment
arrangement that the Company and Mr. Cook, the Company's Chairman, President,
and Chief Executive Officer, have agreed to enter into.
7
<PAGE>
Option Grants Table
The following table sets forth information relating to stock option grants
made by the Company to each of the Company's five most highly compensated
executive officers during the year ended December 31, 1997.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- --------------------------------------------------------------------- ----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE PER EXPIRATION
NAME GRANTED IN 1997 SHARE DATE 5% 10%
- ------------------------ ---------- ---------- --------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
G. Russell
Mortenson(1)........... 147,892(2) 23.19% (2) 10/30/2000 388,956 491,001
73,946(3) 11.60 $4.00 10/30/2007 186,344 471,036
Stuart M. Evans(1)...... -- -- -- -- -- --
John E. Wilson(1)....... 10,000(2) 1.57 (2) 04/17/2000 37,850 47,750
16,000(2) 2.51 (2) 10/30/2000 42,080 53,120
8,000(3) 1.25 4.00 10/30/2007 20,160 50,960
Michael H. Wolpert...... 20,000(2) 3.14 (2) 10/30/2000 52,600 66,400
10,000(3) 1.57 4.00 10/30/2007 25,200 63,700
Steve M. York........... 50,000(2) 7.84 (2) 10/30/2000 131,500 166,000
</TABLE>
- --------
(1) Has subsequently separated from employment with the Company in 1998.
(2) The grant award is comprised of a stock option to acquire one half of the
shares indicated in the table and the right to receive a matching number
of "restricted shares" upon the occurrence of certain events. The stock
options are exercisable six months from the date of grant, have an
exercise price of $4.00 per share ($5.75 per share regarding Mr. Wilson's
10,000 share grant), which represents the fair market value on the date of
grant, and expire three years from the date of grant. For those option
shares exercised, a matching number of "restricted shares" are awarded to
the recipient for no additional consideration. The "restricted shares" can
be forfeited to the Company if, during the three years following their
issuance, (i) the recipient fails to hold the shares received upon
exercise of the related stock option for the requisite period or (ii) the
recipient's employment is terminated for cause or the recipient separates
from employment with the Company under certain other circumstances. The
"restricted share" awards provide for, with the consent of the Board of
Directors, lapsing of restrictions if the recipient's employment is
terminated other than for cause or if the recipient separates from
employment with the Company under certain other circumstances. If a
recipient elects, the Company will provide secured financing for the
exercise price payable to the Company with respect to the exercise of the
stock options. The maximum amount of available loans associated with these
grants is $497,000.
(3) The options vest ratably and become exercisable over four years. In the
event of a change in control (as defined) of the Company, certain of the
options become immediately exercisable.
8
<PAGE>
Aggregated Option Exercises and Year-End Option Value Table
The following table sets forth information relating to the exercises of
stock options by each of the Company's five most highly compensated executive
officers during the year ended December 31, 1997, and the value of unexercised
stock options as of December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997 AND
DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
OPTION EXERCISES
DURING 1997
--------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1997 DECEMBER 31, 1997
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Russell
Mortenson(1)........... -- $-- 108,635 238,517 $9,086 $--
Stuart M. Evans(1)...... -- -- 24,000 25,000 -- --
John E. Wilson(1)....... 5,000 -- -- 53,000 -- --
Michael H. Wolpert...... -- -- -- 60,000 -- --
Steve M. York........... -- -- 48,750 66,050 -- --
</TABLE>
- --------
(1) Has subsequently separated from employment with the Company in 1998.
Compensation of Directors
For serving on the Company's Board of Directors and related committees, a
"Qualifying External Director" receives an annual fee of $15,000. Each such
director also receives an automatic one-time grant of options to acquire
25,000 shares of the Company's Common Stock at the time of initial election or
appointment to the Board. A Qualifying External Director is a non-employee
director who does not, directly or indirectly, beneficially own, or is not an
employee, affiliate, or designee to the Board of Directors of a person (other
than a person that is a strategic/business partner of the Company) that
directly or indirectly beneficially owns, more than five percent of the
Company's Common Stock. In addition, except as discussed below, a Qualifying
External Director receives an automatic one-time grant of 2,500 options
annually while continuing to serve on the Board of Directors.
The Board of Directors has adopted share ownership guidelines for the
Company's non-employee directors. Under these guidelines, non-employee
directors are encouraged to own at least 10,000 shares of the Company's Common
Stock. Non-employee directors who were serving on the Company's Board of
Directors on December 14, 1995, are encouraged to acquire such ownership by
December 31, 1998. Non-employee directors first elected or appointed to the
Board of Directors after such date are encouraged to acquire such ownership by
the third anniversary of their election or appointment. Non-employee directors
who do not achieve these share ownership amounts are not eligible to receive
the annually recurring share option grants discussed above.
Transactions with Management and Related Parties
The Company and Mr. Cook, the Company's Chairman, President, and Chief
Executive Officer, agreed in April 1998 to enter into a three-year employment
arrangement. As an inducement essential to Mr. Cook's entering into the
employment arrangement with the Company (Mr. Cook was not previously an
employee), the Company has agreed to issue to Mr. Cook options to acquire
4,254,627 shares of the Company's Common Stock at an exercise price of $7.00
per share (twice the closing price of the Company's Common Stock on the day
preceding the date of agreement). The options will have a five-year term and
will vest quarterly over two years. The options will vest immediately in the
event of (i) a change of control of the Company, (ii) a change of control
9
<PAGE>
of any material Company subsidiary that is engaged in the digital data
distribution business, or (iii) Mr. Cook's employment is terminated other than
for "cause." Mr. Cook will receive no salary under the employment arrangement.
Also, in May 1998, the Company acquired Petabyte Corporation, a digital data
distribution start-up enterprise founded by Mr. Cook. In consideration of the
sale of Petabyte, the Company has agreed to pay Mr. Cook five annual payments
of $200,000 each, beginning June 1, 1998. The Company has the right,
exercisable at any time within the next four years, to return the Petabyte
enterprise back to Mr. Cook. If the Company exercises this right, no further
payments are required to be made.
On June 11, 1998, the Company closed the sale of its Transportation Systems
Group to UNOVA, Inc. ("UNOVA"). Mr. Keane, a director of the Company, is
Senior Vice President and Chief Financial Officer of UNOVA. The value of the
transaction, based on estimated May 31, 1998 balance sheet amounts and subject
to certain post-closing adjustments, is estimated at approximately $31
million. As a result of the transaction, the Company received approximately
$20 million in cash and the 2,211,900 unregistered shares that were previously
purchased by UNOVA in late 1997.
Messrs. York and Wilson are indebted to the Company in the principal amount
of $161,425 and $60,750, respectively, which amounts represent monies loaned
by the Company to fund the exercise of retention incentive options. Each
individual's indebtedness is represented by promissory notes. The notes of Mr.
York bear interest at the rate of 6.61% and 5.61% per annum, and the notes of
Mr. Wilson bear interest at the rate of 6.01% and 5.61% per annum. All notes
are secured by the shares issued upon exercise of the retention incentive
options. The notes of Mr. York are due in May 2000 and December 2001, and the
notes of Mr. Wilson are due in June 2001 and December 2001 (unless becoming
due earlier under certain circumstances described in the notes).
Mr. Sanchez, a director of the Company, is a director of the International
Bank of Commerce, Laredo, Texas ("IBC"), and a director and shareholder of
IBC's publicly-traded holding company, International Bancshares Corporation.
The Company formerly had a banking relationship with IBC and maintained a
checking account and short-term investments with IBC. The average month-end
balance during 1997 of such checking account and short-term investments was
approximately $718,000.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
As noted below under "REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION,"
the entire Board of Directors established the Company's compensation policies
in 1997 and made the pertinent compensation decisions after prior review and
recommendation from the Compensation and Stock Option Committee of the Board
of Directors. Mr. Mortenson, a former officer and director of the Company; Mr.
Evans, a former officer and director of the Company; and Dr. Landt, a director
and former officer of the Company, participated in deliberations of the
Company's Board of Directors concerning executive compensation during the year
ended December 31, 1997. Mr. Sanchez, a director of the Company, is a director
of the International Bank of Commerce, Laredo, Texas, with which the Company
had a banking relationship. See "COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS--Transactions with Management and Related Parties."
REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION
The entire Board of Directors established the Company's compensation
policies in 1997 and made the compensation decisions described herein after
prior review and recommendations from the Compensation and Stock Option
Committee (the "Committee") of the Board of Directors. In 1997, the Committee
was comprised of Gary J. Fernandes, Elmer W. Johnson, and Thomas W. Luce, III,
none of whom were officers or employees of the Company. Messrs. Fernandes,
Johnson, and Luce are no longer members of the Company's Board of Directors.
The Board of Directors will elect members to the Committee at the first Board
meeting following the
10
<PAGE>
Annual Meeting of Shareholders. In the interim, the entire Board of Directors
will make all compensation decisions.
Compensation Philosophy and Objectives
The Committee is responsible for recommending to the full Board of Directors
compensation programs for the Company and its subsidiaries that are designed
to attract, motivate, and retain key executives responsible for the long-term
success of the Company. The compensation program for senior executives of each
of the Company's market-oriented groups is developed by the president of the
market-oriented group, the Company's Chief Human Resources officer, and the
Company's Chief Executive Officer. The compensation program for corporate
officers of the Company is developed by the Company's Chief Human Resources
officer and the Company's Chief Executive Officer. Compensation proposed to be
paid to senior executives of a market-oriented group requires the review and
approval of the Committee, while compensation proposed to be paid to corporate
officers of the Company requires the review and approval of the Committee and
ratification by the full Board of Directors. The Company believes that non-
cash compensation paid to the named executive officers in 1997 will comply
with the conditions of (S)162(m) of the Internal Revenue Code of 1986, as
amended, and will, therefore, be deductible for federal income tax purposes.
The policy of the Board of Directors is to determine executive compensation
in a competitive framework based on individual contributions, teamwork, and
market-oriented group and overall Company financial results. The Board of
Directors' policy is based on the following objectives:
. To enhance the Company's competitiveness in attracting and retaining
qualified executives.
. To align the interests of executive officers with those of shareholders
by linking executive officers' long-term earnings to the long-term
success of the Company, using stock-based incentive compensation and
stock ownership guidelines.
. To reward individual performance as well as team accomplishments through
annual at-risk variable compensation awards related to attainment of
individual as well as Company and business unit performance objectives.
Compensation Components and Process
The three primary components of the Company's executive compensation are
base salary, annual cash incentive awards, and long-term stock-based incentive
awards.
Factors considered in making decisions relating to base salaries include the
individual executive officer's compensation history, work experience with the
Company, and individual talents and the recommendation of the Chief Executive
Officer or the president of the market-oriented group. Also, from time-to-
time, the Company considers compensation practices of peer companies in terms
of size, geographic location, and industry category as reported in surveys
compiled by consulting firms. The Company also, from time-to-time, solicits
advice from independent compensation consultants. In 1997, the Board did not
assign specific weights to any factor it considered in making base salary
compensation decisions. In 1997, the Company's executive officers received
increases in base salary ranging from 0% to 16%.
In accordance with the 1997 bonus plan approved by the Board of Directors, a
portion of the amount of the bonuses for each of the four most highly
compensated executive officers reporting to the Chief Executive Officer was
determined in his discretion, considering, in part, the individual officer's
attainment of specified management objectives, and a portion was determined
based upon the achievement of specified financial operating income targets.
The president of the Company's U.S. based electronic security group was the
only one of these executive officers to earn a cash incentive bonus for 1997.
The bonus paid was based upon the financial performance of this market-
oriented group. No bonuses for 1997 were paid to the other three most highly
compensated executive officers, primarily because the applicable, specified
financial operating income targets were not achieved.
11
<PAGE>
As noted in the Summary Compensation Table, the 1997 compensation for Mr.
Mortenson, the Company's former Chairman, President, and Chief Executive
Officer, consisted of $300,000 base salary, stock option grants, and $2,574 in
Company contributions to the Company's 401(k) Retirement Plan. Mr. Mortenson
received no increase in annual base salary in 1997. Since the Company did not
achieve the applicable, specified financial operating income targets, no bonus
was paid to Mr. Mortenson for 1997.
The Company has typically utilized stock option grants under the Company's
stock option plans to link executive compensation to stock price performance
and to provide long-term incentives. In 1997, two key features of the
Company's practice with respect to stock option grants were:
. share ownership guidelines were in effect for the Company's Chief
Executive Officer, Chief Financial Officer, and the presidents of the
Company's market-oriented groups.
. option grants to the Company's Chief Executive Officer, Chief Financial
Officer, and presidents of the Company's market-oriented groups were
either non-qualified stock options or "retention incentive options."
BOARD OF DIRECTORS*
David P. Cook
Stuart M. Evans
Gary J. Fernandes
Elmer W. Johnson
Dr. Jeremy A. Landt
Thomas W. Luce, III
James S. Marston
G. Russell Mortenson
Antonio R. Sanchez, Jr.
- --------
* Michael E. Keane is not included as he joined the Board of Directors on
November 1, 1997.
This Report will not be deemed to be incorporated by reference in any filing
by the Company under the Securities Act of 1933 (the "Securities Act") or the
Securities Exchange Act of 1934 ("Exchange Act"), except to the extent that
the Company specifically incorporates this Report by reference.
12
<PAGE>
Performance Graph
The following graph shows a comparison of cumulative total returns of an
investment in (i) the Company's Common Stock, (ii) the Center for Research in
Securities Prices ("CRSP") Total Return Index for The NASDAQ Stock Market
(U.S. companies), and (iii) the CRSP Total Return Index for NASDAQ Electronic
Component Stocks, in each case, for the period since December 31, 1992. The
comparison assumes $100 was invested on December 31, 1992, in the Company's
Common Stock and in each of the two indices and assumes reinvestment of
dividends. A listing of the companies comprising each of the CRSP-NASDAQ
indices used in the following graph is available, without charge, upon written
request.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG AMTECH CORPORATION D/B/A AMTC CORPORATION
CRSP-NASDAQ STOCK MARKET (U.S.) AND
CRSP-NASDAQ ELECTRONIC COMPONENT STOCKS
[Performance Graph Appears Here]
AMTECH CRSP-NASDAQ
CORPORATION CRSP-NASDAQ ELECTRONIC
Measurement period d/b/a AMTC STOCK MARKET COMPONENT
(Year Covered) Corporation (U.S.) STOCKS
- ---------------- ----------- ---------- ----------
12/92 $100.00 $100.00 $100.00
12/93 $120.00 $114.80 $137.29
12/94 $ 48.13 $112.21 $151.69
12/95 $ 25.63 $158.70 $251.27
12/96 $ 33.05 $195.19 $434.38
12/97 $ 20.00 $239.53 $455.40
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Performance Graph (the "Graph")
will not be deemed to be incorporated by reference in any filing by the
Company under the Securities Act or the Exchange Act, except to the extent
that the Company specifically incorporates the Graph by reference.
13
<PAGE>
MATTERS TO BE BROUGHT BEFORE THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Four directors will be elected at the Meeting. The persons named below have
been nominated for election as directors. Should any nominee become unable or
unwilling to accept nomination or election, no person will be substituted in
his stead, and the Board of Directors, in accordance with the bylaws of the
Company, will by resolution reduce the number of members of the Board of
Directors accordingly. The Board of Directors has no reason to believe that
any of the nominees will be unable or unwilling to serve if elected, and to
the knowledge of the Board of Directors, each of the nominees intends to serve
the entire term for which election is sought.
<TABLE>
<CAPTION>
NAME (1) PRINCIPAL OCCUPATION DIRECTOR SINCE
-------- -------------------- --------------
<C> <S> <C>
David P. Cook............. Chairman, President, and Chief 1995(2)
Executive Officer--Amtech
Corporation d/b/a AMTC
Corporation
James S. Marston.......... Private Investor; Former Senior 1991
Vice President and Chief
Information Officer, APL Limited
Antonio R. Sanchez, Jr. .. Chairman and Chief Executive 1993
Officer, Sanchez Oil & Gas
Corporation
Ben G. Streetman ......... Dean, College of Engineering at --
the University of Texas at Austin
</TABLE>
- --------
(1) For information concerning the ages, business experience, and background
of the nominees, see "MANAGEMENT--DIRECTORS AND EXECUTIVE OFFICERS."
(2) Mr. Cook also served on the Company's Board of Directors from 1984 to
1990.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.
PROPOSAL 2. AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE NAME OF THE
COMPANY TO CUSTOMTRACKS CORPORATION
On June 11, 1998, the Company sold its Transportation Systems Group ("TSG")
to Intermec Technologies Corporation, a subsidiary of UNOVA, Inc., as detailed
in the Company's Form 8-K filed with the Securities and Exchange Commission on
June 19, 1998. Included in the assets sold was the name "Amtech" and other
trade and service names and service marks used by the TSG. The definitive
agreement relating to the sale requires the Company to change its name to a
name that does not include "Amtech." Additionally, on July 7, 1998, the
Company sold the net assets of its Cotag International unit to Metric Gruppen
AB of Solna, Sweden.
As previously disclosed in the Company's first quarter Form 10-Q, the
Company intends to enter the digital data distribution business. Accordingly,
the Company proposes to amend its Articles of Incorporation to formally change
its name to "CustomTracks Corporation." The Company believes that the name
"CustomTracks Corporation" is descriptive of the Company's anticipated
business activities. To that end, the Company has filed for a federal
trademark and service mark for the name "CustomTracks(TM)." The form of
amendment to the Articles of Incorporation is annexed as Appendix A to this
Proxy Statement. This amendment was approved by the Board of Directors on June
23, 1998, and the Board recommended shareholder approval. If this proposal is
approved by the shareholders, an amendment to the Company's Articles of
Incorporation will be filed in a form similar to that set forth in Appendix A
to effect the name change as promptly as practicable.
The affirmative vote of the holders of 66 2/3% of the outstanding shares of
Common Stock, in person or by proxy, is required to approve the proposal to
amend the Company's Articles of Incorporation to formally change the name of
the Company to CustomTracks Corporation.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE ADOPTION OF THIS
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO FORMALLY CHANGE THE
NAME OF THE COMPANY TO CUSTOMTRACKS CORPORATION.
14
<PAGE>
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholders intending to submit proposals to be included in the proxy
materials for the 1999 Annual Meeting of Shareholders must submit their
proposals in writing so that they will be received by the Company no later
than March 23, 1999. The proposals should be directed to the Secretary of the
Company, Ronald A. Woessner, AMTC Corporation, One Galleria Tower, 13355 Noel
Road, Suite 1555, Dallas, Texas, 75240. Under Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, proposals of shareholders must
conform to certain requirements as to form and may be omitted from the proxy
materials under certain circumstances. In order to avoid unnecessary
expenditures of time and money by shareholders and the Company, shareholders
are urged to review this Rule and, if questions arise, consult legal counsel
prior to submitting a proposal to the Company.
MISCELLANEOUS
The Board of Directors of the Company knows of no matters other than those
described herein that will be presented for consideration at the Meeting. If,
however, other matters come before the Meeting, the proxy holders intend to
vote all proxies in accordance with their best judgment in the interest of the
Company.
The cost of solicitation of proxies, including the cost of preparing,
printing, and mailing proxy materials and the cost of reimbursing brokers for
forwarding proxies and Proxy Statements to their principals, will be borne by
the Company. The Company has engaged Corporate Investor Communications, Inc.
to assist in the solicitation of proxies from shareholders at a fee of
approximately $5,000 plus reimbursement of reasonable out-of-pocket expenses.
Proxies may also be solicited without extra compensation by the officers and
employees of the Company by telephone, facsimile, telegraph, or personally.
Arrangements may also be made with brokerage houses and other custodians,
nominees, and fiduciaries for the forwarding of solicitation material to the
beneficial owners of shares of Common Stock held of record by such persons,
and the Company may reimburse them for reasonable out-of-pocket expenses
incurred by them.
PLEASE DATE, SIGN, AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. A
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF
FURTHER MAILINGS.
A copy of the Company's 1997 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation material.
By Order of the Board of Directors
Ronald A. Woessner
Secretary
Dallas, Texas
July 20, 1998
15
<PAGE>
APPENDIX A
Article I of the Articles of Incorporation of Amtech Corporation is hereby
amended in its entirety to read as follows:
"The name of the Corporation is CustomTracks Corporation."
A-1
<PAGE>
AMTECH CORPORATION
D/B/A AMTC CORPORATION
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING
OF SHAREHOLDERS AT 8:30 A.M., AUGUST 31, 1998
The undersigned shareholder of Amtech Corporation d/b/a AMTC Corporation (the
"Company") hereby appoints David P. Cook and Steve M. York, or either of them,
as proxies, each with full power of substitution, to vote the shares of the
undersigned at the above-stated Annual Meeting and at any adjournment thereof:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
ACCORDING TO YOUR DIRECTIONS MADE ON THE REVERSE SIDE. IF YOU DO NOT VOTE ON A
PARTICULAR ITEM (OTHER THAN ITEM (3)), THIS PROXY WILL BE VOTED "FOR" THAT
ITEM. THE PROXY HOLDERS WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER
REFERRED TO IN ITEM (3). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED.
(PLEASE SIGN ON THE REVERSE SIDE.)
<PAGE>
(CONTINUED FROM REVERSE SIDE)
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
INSTRUCTION: TO WITHHOLD AUTHORITY to vote for an individual nominee, write
that nominee's name on the following line.
(1) Election of Directors: For All
FOR all nominees listed below For Against Except
(except as provided to the contrary below) [ ] [ ] [ ]
WITHHOLD AUTHORITY
to vote for all nominees below
- -----------------
Nominee Exception
David P. Cook, James S. Marston,
Antonio R. Sanchez, Jr., and Ben G.
Streetman
(2) Change of the Company's name to For Against Abstain
"CustomTracks Corporation:" [ ] [ ] [ ]
(3) On any other business that properly
comes before the meeting or any For Against Abstain
adjournment thereof. [ ] [ ] [ ]
The undersigned revokes any proxies given prior to the date hereof.
Receipt herewith of the Company's 1997 Annual Report and Notice of Annual
Meeting and Proxy Statement, dated July 20, 1998, is hereby acknowledged.
Dated: ____________________ , 1998
- -------------------------------------------------------------------------------
(Signature of Shareholder(s))
- -------------------------------------------------------------------------------
(Signature of Shareholder(s))
(Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on
this card. When signing as attorney, trustee, executor, administrator,
guardian or corporate officer, please give your FULL title.)
PLEASE SIGN, DATE, AND MAIL TODAY.
