<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:
/ / Preliminary proxy statement / / Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
INTRANET SOLUTIONS, INC.
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(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 ActRule 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
INTRANET SOLUTIONS, INC.
9625 West 76th Street, Suite 150
Minneapolis, Minnesota 55344
------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 21, 1997
------------------------------------------
TO THE SHAREHOLDERS OF INTRANET SOLUTIONS, INC.:
Please take notice that the Annual Meeting of Shareholders of IntraNet
Solutions, Inc. will be held, pursuant to due call by the Board of Directors
of the Company, at the Marriott Southwest Hotel, 5801 Opus Parkway,
Minnetonka, Minnesota, 55343 at 3:30 p.m. on August 21, 1997, or at any
adjournment or adjournments thereof, for the purpose of considering and
taking appropriate action with respect to the following:
1. To elect five directors.
2. To approve the adoption of Amended and Restated Bylaws of the Company.
3. To transact any other business as may properly come before the meeting
or any adjournments thereof.
Pursuant to due action of the Board of Directors, shareholders of record on
July 7, 1997, will be entitled to vote at the meeting or any adjournments
thereof.
A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN AND
SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
INTRANET SOLUTIONS, INC.
/s/ Jeffrey J. Sjobeck
Jeffrey J. Sjobeck,
Chief Financial Officer and Secretary
Dated: July 22, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
PROXY CARD EXACTLY AS YOUR NAME(S) APPEARS ON THE CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
<PAGE>
PROXY STATEMENT
OF
INTRANET SOLUTIONS, INC.
9625 West 76th Street, Suite 150
Minneapolis, Minnesota 55344
------------------------------------------
Annual Meeting of Shareholders to be Held
August 21, 1997
------------------------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IntraNet Solutions, Inc. (the "Company")
for use at the annual meeting of the shareholders to be held at the Marriott
Southwest Hotel, 5801 Opus Parkway, Minnetonka, Minnesota 55343 on August 21,
1997 at 3:30 p.m., and at any adjournment thereof.
All shares represented by properly executed proxies received in time will
be voted at the meeting and, where the manner of voting is specified on the
proxy, will be voted in accordance with such specifications. Shares represented
by properly executed proxies on which no specification has been made will be
voted FOR the election of the nominees for director named herein and FOR the
adoption of Amended and Restated Bylaws of the Company, and will be deemed to
grant discretionary authority to vote upon any other matters properly coming
before the meeting.
Any shareholder who executes and returns a proxy may revoke it at any time
prior to the voting of the proxies by giving written notice to the Secretary of
the Company, by executing a later-dated proxy, or by attending the meeting and
giving oral notice to the Secretary of the Company.
The Board of Directors of the Company has fixed the close of business on
July 7, 1997 as the record date for determining the holders of outstanding
shares of Common Stock entitled to notice of, and to vote at, the annual
meeting. On that date, there were 7,535,003 shares of Common Stock issued and
outstanding. Each such share of Common Stock is entitled to one vote at the
meeting. The Notice of annual meeting, this Proxy Statement and the form of
proxy are first being mailed to shareholders of the Company on or about July 22,
1997.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Five directors are to be elected at the meeting, each director to hold
office until the next Annual Meeting of Shareholders, or until his successor is
elected and qualified. All of the persons listed below are now serving as
directors of the Company. All of the persons listed below have consented to
serve as a director, if elected. The Board of Directors proposes for election
the nominees listed below:
ROBERT F. OLSON, age 40, serves as the Company's President and Chief
Executive Officer. Prior to the Merger (as such term is defined in the
Certain Transactions section of this Proxy Statement), Mr. Olson founded
IntraNet Integration Group, Inc. and served as its President, Chief Executive
Officer and Chairman of its Board of Directors since its inception in April
1990. From 1987 to 1990, Mr. Olson served as the general manager of the
Greatway Communications Division of Anderberg-Lund Printing Company, an
electronic publishing sales and services organization. From 1981 to 1987,
Mr. Olson was involved in several electronic publishing service and resale
start-up organizations in general management and marketing capacities.
RONALD E. EIBENSTEINER, age 45, has been a seed investor in numerous
development stage and technology companies, having served as president and
founder of Wyncrest Capital, Inc. since 1990. Mr. Eibensteiner is also
Chairman of Onelink Communications, Inc., a telecommunications service
provider, a co-founder of Diametrics Medical, Inc., a manufacturer of blood
gas systems; and a director of Reality Interactive, an electronic publisher
of information for Fortune 500 companies; and from 1992 to 1996, served as
chairman of Prodea Software Corporation, a data warehousing software company,
until its sale to Platinum Technology, Inc. in January, 1996.
HENRY FONG, age 59, was a founder of the entity that merged with and into
the Company on December 30, 1991, and served as the chairman of the board of
directors and treasurer of the Company from February, 1991, until the Merger.
From July 1989 until September 1990, Mr. Fong served as a director of
MacGregor Sports, Inc., the wholly-owned operating subsidiary of MacGregor
Sporting Goods Corporation, which, on February 15, 1991, filed for protection
under Chapter 11 of the United States Bankruptcy Code. Mr. Fong has been the
president, a director and controlling shareholder of Equitex, Inc., a
Denver-based business development company, since January 1983. Mr. Fong
served as president, chief executive officer and as a director of Roadmaster
Industries, Inc., from 1987 until June, 1997. Mr. Fong has also served as
chairman of the board of directors of California Pro Sports Inc., since 1993.
Equitex, Inc., Roadmaster Industries, Inc. and California Pro Sports, Inc.
are public companies.
DAVID D. KOENTOPF, age 54, has served as Chairman and Chief Executive
Officer of Command Tooling Systems LLC. since May 1997. Mr. Koentopf is also
a director of Everest Medical Corporation, a manufacturer of electrosurgical
instruments and related medical devices, LifeRate Systems, Inc., a developer
of software operating systems for the health care industry, and Arden
Industrial Products, Inc., a national distributor of fasteners to the
industrial market. From 1985 to 1992, Mr. Koentopf served as president and
chief operating officer of Lifetouch, Inc., the largest school photography
business in the United States.
JEFFREY J. SJOBECK, age 37, serves as the Company's Chief Financial
Officer, Secretary and as a Director. Prior to the Merger, Mr. Sjobeck
served as a director of IntraNet Integration Group, Inc. since June 1995 and
chief financial officer of IntraNet Integration Group, Inc. since December
1994.
<PAGE>
From June 1993 to November 1994, Mr. Sjobeck served as chief financial officer
of Innovative Gaming Corporation of America. From June 1990 to May 1993, Mr.
Sjobeck served as controller and chief financial officer of James Phillips
Company. From October 1984 to May 1990, Mr. Sjobeck was employed in the Audit
and Accounting division of Coopers & Lybrand LLP.
PROXIES AND VOTING
The affirmative vote of the holders of the greater of (a) a majority of the
outstanding shares of Common Stock of the Company present and entitled to vote
on the election of directors or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for
transaction of business at the meeting, is required for election to the Board of
each of the five nominees named above. A shareholder who abstains with respect
to the election of directors is considered to be present and entitled to vote on
the election of directors at the meeting, and is in effect casting a negative
vote, but a shareholder (including a broker) who does not give authority to a
Proxy to vote, or withholds authority to vote, on the election of directors,
shall not be considered present and entitled to vote on the election of
directors.
All shares represented by proxies will be voted FOR the election of the
foregoing nominees unless a contrary choice is specified. If any nominee should
withdraw or otherwise become unavailable for reasons not presently known, the
proxies which would have otherwise been voted for such nominee will be voted for
such substitute nominee as may be selected by the Board of Directors.
THE BOARD AND ITS COMMITTEES
The Board of Directors met five times during the year ended March 31, 1997.
Each of the meetings was attended by the entire Board, except for one meeting
for which one of the Board members was absent. The Company maintains an Audit
Committee to review the scope and results of the annual audit and other
accounting related services, and a Compensation and Stock Option Committee to
provide recommendations concerning salaries, stock options and incentive
compensation for officers and employees of the Company. Messrs. Fong,
Eibensteiner and Koentopf constitute both the Compensation and Stock Option
Committee and the Audit Committee. Neither the Compensation and Stock Option
Committee nor the Audit Committee held any formal meetings during the last
fiscal year. Both committees acted pursuant to written actions as to which each
member thereof fully participated.
Except as described in the following sentence, the Company has not
compensated its directors in their capacities as directors. On April 23, 1997,
the Company granted to each of its non-employee directors options to purchase
30,000 shares of the Company's Common Stock at an exercise price of $4.00 per
share. Each of the options vests ratably in one-third increments commencing on
July 31, 1997 and continuing thereafter on the first and second anniversaries
thereof.
<PAGE>
PRINCIPAL SHAREHOLDERS
The Company has outstanding one class of voting securities, Common Stock,
$0.01 par value, of which 7,535,003 shares were outstanding as of the close of
business on the Record Date. Each share of Common Stock is entitled to one vote
on all matters put to a vote of shareholders.
The following table sets forth as of the Record Date certain information
regarding the beneficial ownership of shares of Common Stock by each director of
the Company, each nominee for director, each of the executive officers listed in
the Summary Compensation Table, each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares and all directors and
executive officers as a group. Except as otherwise indicated, each shareholder
has sole voting and investment power with respect to the shares beneficially
owned.
NUMBER OF SHARES PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING SHARES
- ------------------------ ------------------ ------------------
Henry Fong
7315 E. Peakview Avenue
Englewood, CO (1) 764,476 10.0%
Equitex, Inc.
7315 E. Peakview Avenue
Englewood, CO 636,011 8.4%
Robert F. Olson (2) 4,105,918 53.4%
David Koentopf (3) 48,263 *
Ronald E. Eibensteiner (4) 198,571 2.6%
James Sippl (5) 30,000 *
Jeffrey J. Sjobeck(6) 16,144 *
All directors and executive
officers as a group (6
persons) (7) 5,163,372 65.8%
__________
*Less than 1%.
(1) Mr. Fong, who owns no shares in his own name, may be, through his control
of certain entities, as described below, deemed to be a beneficial owner of
shares held by such entities. The shares of such entities are, therefore,
duplicated in the table above, and include 72,500 shares of Common Stock subject
to warrants and options exercisable within 60 days. Mr. Fong is President and a
Director of Equitex, Inc., and Chairman of California Pro Sports, Inc.
California Pro Sports, Inc. owns 55,965 Common Shares, Equitex, Inc. owns
636,011 Common Shares. Other portfolio companies of Equitex, Inc. own a
total of 13,486 Common Shares. Mr. Fong disclaims direct and indirect
beneficial ownership of all such shares.
(2) Includes 109,619 shares of Common Stock subject to currently exercisable
warrants and 50,000 shares of Common Stock issuable upon exercise of warrants
owned by Mr. Olson's spouse. Mr. Olson disclaims beneficial ownership of
securities held by his wife.
(3) Includes 11,034 shares of Common Stock subject to currently exercisable
options and warrants.
(4) Includes 171,499 shares of Common Stock and 17,072 shares issuable upon
exercise of warrants owned by Wyncrest Capital, Inc., an investment fund
controlled by Mr. Eibensteiner. Also includes 10,000 shares of Common Stock
issuable upon exercise of options held by Mr. Eibensteiner.
(5) Includes 30,000 shares issuable upon exercise of warrants.
<PAGE>
(6) Includes 16,144 shares of Common Stock subject to currently exercisable
stock options.
(7) Includes 270,225 shares of Common Stock subject to currently exercisable
warrants and 46,164 shares of Common Stock subject to currently exercisable
options. Also includes shares that may be deemed to be owned by Mr. Henry Fong
through his control of certain entities, as to which he disclaims beneficial
ownership. (See note 1 above) and shares that may be deemed to be owned by Mr.
Robert Olson through his spouse, as to which he disclaims beneficial ownership
(See note 2 above).
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years (or such shorter applicable period) awarded to or
earned by the Chief Executive Officer of the Company. No other executive
officer of the Company earned an annual salary and bonus from the Company in
excess of $100,000 during any of the three preceding fiscal years. Mr. Olson
did not receive or exercise any stock option grants during the year ended March
31, 1997.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
Fiscal All Other
Name and Principal Position Year Salary Compensation (1)
--------------------------- ---- ------ ----------------
Robert F. Olson 1997 $145,354 $13,067
President and Chief Executive 1996 $111,083 $14,382
Officer 1995 $108,282 $ 9,609
(1) Represents matching contributions by the Company under the Company's 401(k)
Savings Incentive Plan, term life and disability insurance premiums.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Stock Option and Compensation Committee (the "Compensation
Committee") consists of Messrs. Eibensteiner, Fong and Koentopf. There were no
"interlocks" within the meaning of the rules and regulations of the SEC.
EMPLOYMENT AGREEMENTS
In July, 1996, the Company entered into three-year employment agreements
with each of Robert F. Olson, the Company's President and Chief Executive
Officer, and Jeffrey J. Sjobeck, the Company's Chief Financial Officer. Mr.
Olson receives an annual base salary of $155,000 and Mr. Sjobeck receives an
annual base salary of $100,000, and each has the opportunity to earn
performance-related bonuses, including stock options issued pursuant to the
Company's 1994-1997 Stock Option Plan. Pursuant to their respective agreements,
neither Mr. Olson nor Mr. Sjobeck may disclose confidential information about
the Company and each has agreed not to compete with the Company for a two-year
period after any termination of employment. The Company may terminate either Mr.
Olson's or Mr. Sjobeck's employment without cause upon 120 days written notice
to the Board of Directors. In the event of any such termination, Mr. Olson will
be entitled to receive severance compensation equal to the greater of six months
of his base salary or the balance of the compensation due and owing to him under
his employment agreement, and Mr. Sjobeck will be entitled to 120 days severance
pay.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally have been
made by the Compensation and Stock Option Committee of the Board (the
"Committee"). Each member of the Committee is a non-employee director. All
decisions by the Compensation Committee relating to the compensation of the
Company's executive officers are reviewed by the full Board. Pursuant to rules
designed to enhance disclosure of the Company's policies toward executive
compensation, set forth below is a report prepared by the Committee addressing
the compensation policies for the Company for the year ended March 31, 1997 as
they affected the Company's executive officers.
The Committee's executive compensation policies are designed to provide
competitive levels of compensation that integrate pay with the Company's annual
objectives and long-term goals, reward above-average corporate performance,
recognize individual achievements, and assist the Company in
<PAGE>
attracting and retaining qualified executives. Executive compensation is set at
levels that the Committee believes to be consistent with others in the Company's
industry.
There are three elements in the Company's executive compensation program,
all determined by individual and corporate performance.
- Base salary compensation
- Annual incentive compensation
- Stock options
Total compensation opportunities are competitive with those offered by
employers of comparable size, growth and profitability in the Company's
industry.
Base salary compensation is determined by the potential impact the
individual has on the Company, the skills and experiences required by the job,
and the performance and potential of the incumbent in the job.
Annual incentive compensation for executives of the Company is based
primarily on corporate operating earnings and revenue growth and the Company's
positioning for future results, but also includes an overall assessment by the
Committee of executive management's performance, as well as market conditions.
Awards of stock grants under the Stock Option and Compensation Plan (the
"Plan") are designed to promote the identity of long-term interests between the
Company's executives and its shareholders and assist in the retention of
executives and other key employees. The Plan also permits the Committee to
grant stock options to key personnel.
The Committee surveys employee stock option programs of companies with
similar capitalization to the Company prior to recommending the grant of options
to executives. While the value realizable from exercisable options is dependent
upon the extent to which the Company's performance is reflected in the market
price of the Company's common stock at any particular point in time, the
decision as to whether such value will be realized in any particular year is
determined by each individual executive and not by the Compensation Committee.
Accordingly, when the Committee recommends that an option be granted to an
executive, that recommendation does not take into account any gains realized
that year by that executive as a result of his or her individual decision to
exercise an option granted in a previous year.
Henry Fong
Ronald E. Eibensteiner
David D. Koentopf
<PAGE>
CERTAIN TRANSACTIONS
Prior to the July 31, 1996 merger of IntraNet Integration Group, Inc. into
the Company (the "Merger"), the Company's assets consisted solely of its
ownership of all of the rights in and to the "MacGregor" trademark pursuant to
certain license agreements and certain related assets (the "MacGregor Rights").
Pursuant to, and as a condition of the closing of the Merger, the Company was
required to dispose of all of its existing assets such that, prior to closing,
its balance sheet would show a tangible net worth, less non-current assets, of
at least $3,000,000, cash of at least $1,000,000 and no liabilities. To satisfy
such condition, and to produce a pre-closing balance sheet evidencing such
tangible net worth, cash and the absence of liabilities, the Company completed a
series of transactions that were approved by the Company's shareholders on July
30, 1996. Such transactions included the sale of the MacGregor Rights to Hutch
Sports U.S.A., Inc. ("Hutch"), a subsidiary of Roadmaster Industries, Inc.
("Roadmaster"). The Company and Roadmaster were both under the indirect common
control of Mr. Henry Fong, a Director of the Company. As a result of his
interest in such transaction, Mr. Fong (and his affiliates) abstained from
voting in connection with the sale and transfer of the MacGregor Rights from the
Company to Hutch.
Hutch acquired the MacGregor Rights for a purchase price of $2,910,000,
paid as follows: (i) $1,000,000 in cash; and (ii) the delivery of a one-year
unsecured installment promissory note in the amount of $1,910,000, payable in
twelve equal monthly installments bearing interest at the prime rate publicly
announced by Bank America, N.A. The Company closed on the disposition of such
assets immediately prior to closing on the Merger, but made such transaction
effective February 1, 1996, and reduced the carrying amount of its intangible
assets at January 31, 1996 by $1,200,000.
Additionally, during the past two years, the Company engaged in various
transactions as follows:
In April of 1995, Equitex, Inc. converted $1,000,000 of its receivable from
the Company into Class C Preferred Stock, and the Company agreed to pay the
remaining outstanding balance of its indebtedness to Equitex, Inc. subsequent to
July 31, 1995. Mr. Fong is president and a director of Equitex, Inc. In
contemplation of the Merger, and in order to fulfill the conditions to the
Merger that all preferred shares be converted Shares of the Company's Common
Stock, and that all outstanding indebtedness of the Company be eliminated,
Equitex, Inc. converted the Class C preferred shares into 250,000 shares of the
Company's Common Stock. On January 31, 1996, the Company satisfied the
remaining $916,000 of its indebtedness to Equitex, Inc. by issuing to Equitex,
Inc. 163,444 shares of its Common Stock. The conversion ratio of $5.60 per
share was based on the price the Company was able to obtain from the recent sale
of a large block of similarly restricted stock to unrelated third parties.
Mr. Fong is also chairman of California Pro Sports, Inc. the Company
previously occupied office space leased by California Pro Sports, Inc., and used
office equipment, employees and other facilities and services of California Pro
Sports, Inc. in connection with the Company's operations. In consideration of
the provision of those services, the Company incurred indebtedness of $313,000
to California Pro Sports, Inc. during the quarter ended January 31, 1996. On
January 31, 1996, the Company issued 55,893 shares of its Common Stock to
California Pro Sports, Inc. in satisfaction of such indebtedness, at a
conversion ratio of $5.60 per share.
On April 5, 1996 the Company issued 98,800 warrants for the purchase of
shares of its Common Stock, at an exercise price of $4.00 per share, of which
62,500 warrants were issued to Mr. Fong.
On July 31, 1995, IntraNet Integration Group, Inc. redeemed 50 percent of
the outstanding shares of its Common Stock from a former shareholder and
<PAGE>
director for a redemption price of $200,000. IntraNet Integration Group, Inc.
paid $150,000 of the purchase price in cash and delivered a $50,000 note for the
balance of the purchase price. The note requires annual principal payments of
$10,000 and matures in August 2000. IntraNet Integration Group, Inc. and the
former shareholder also entered into consulting and non-competition agreements
pursuant to which the former shareholder receives $10,000 per month through
August 2000. To secure the purchase price of the redeemed shares and IntraNet
Integration Group, Inc.'s monetary obligations under the agreements, IntraNet
Integration Group, Inc. granted a security interest in the redeemed shares to
the former shareholder. As a result of the Merger, the Company succeeded to the
obligations of IntraNet Integration Group, Inc. under these agreements.
In December 1995, IntraNet Integration Group, Inc. issued $550,000 of
unsecured convertible notes, bearing interest at the rate of 10 percent per
annum, to a limited number of accredited investors. The unsecured notes were
converted into shares of IntraNet Integration Group, Inc.'s Common Stock
immediately prior to the Merger at a rate of $3.47 per share. In consideration
of such loans, IntraNet Integration Group, Inc. also issued Common Stock
purchase warrants which, pursuant to the terms of the Merger Agreement, became
warrants to acquire an aggregate of 55,385 shares of IntraNet Integration Group,
Inc.'s Common Stock.
In December 1996, the Company borrowed an aggregate of $250,000 from the
spouse of Robert F. Olson, and entered into binding commitments from each of
James Sippl, the Company's Chief Operating Officer and Ronald Eibensteiner, a
member of the Company's Board of Directors, pursuant to which each of Messrs.
Sippl and Eibensteiner committed to lend the Company $150,000 and $125,000,
respectively. In January, 1997, the Company borrowed an aggregate of $50,000
from Mr. James Sippl, and, in February 1997, borrowed an additional $100,000
from Mr. Sippl. In March, 1997, the Company borrowed an aggregate of $125,000
from Mr. Eibensteiner. In each such instance, the Company issued an unsecured
promissory note, maturing on January 15, 1998 and bearing interest at the rate
of 9% per annum for the aggregate principal amount of the indebtedness. As
additional consideration for the loans, the Company issued each lender a five
year warrant to acquire the number of shares of the Company's Common Stock that
is equal to 20 percent of the principal amount of the indebtedness. The
warrants have a variable exercise price ranging from $4.00-$6.00 based upon the
subsequent trading range of the Common Stock.
In June 1997, the Company converted an aggregate of $125,000 of the
indebtedness described in the proceeding paragraph into 35,714 shares of its
Common Stock. Holders of the remaining $400,000 of such indebtedness agreed to
extend the maturity date thereof until April 15, 1998.
PROPOSAL NO. 2
APPROVAL OF AMENDED AND RESTATED BYLAWS
The Board of Directors of the Company has approved, subject to consent of
the Company's shareholders, the adoption of Amended and Restated Bylaws of the
Company in the form attached hereto as Exhibit A. Under the proposed Amended
and Restated Bylaws, the Board of Directors is authorized to act without
shareholder approval with respect to: (i) increasing the number of positions on
the Board of Directors, and (ii) the designation of persons to fill newly
created positions on the Board. The current Bylaws of the Company permit the
Board of Directors to expand the number of directors from five to seven, but do
not authorize the Board to appoint persons to newly created positions. The
proposed Amended and Restated Bylaws of the Company provide that the Company
shall indemnify its officers, directors, employees and agents to the full extent
permitted by the laws of the State of Minnesota. The existing Bylaws of the
Company state that the Company's indemnification obligations are limited to that
required under Minnesota law.
<PAGE>
PROXIES AND VOTING
The affirmative vote of the holders of the greater of (a) a majority of the
outstanding shares of Common Stock of the Company present and entitled to vote
on the proposal to adopt Amended and Restated Bylaws of the Company (the
"Proposal") or (b) a majority of the voting power of the minimum number of
shares entitled to vote that would constitute a quorum for transaction of
business at the meeting, is required for approval of the Proposal. A
shareholder who abstains with respect to the Proposal is considered to be
present and entitled to vote on the Proposal at the meeting, and is in effect
casting a negative vote, but a shareholder (including a broker) who does not
give authority to a Proxy to vote, or withholds authority to vote, on the
Proposal, shall not be considered present and entitled to vote thereon. All
shares represented by proxies will be voted FOR the Proposal unless a contrary
choice is specified.
SHAREHOLDER PROPOSALS
Shareholders wishing to present proposals for action by the shareholders at
the 1998 annual meeting must present such proposals at the principal offices of
the Company not later than March 24, 1998. Due to the complexity of the
respective rights of the shareholders and the Company in this area, any
shareholder desiring to propose such an action is advised to consult with his or
her legal counsel with respect to such rights. it is suggested that any such
proposals be submitted by certified mail, return receipt requested.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE WITH
SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 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 of such securities with the Securities and
Exchange Commission and NASDAQ. Officers, directors and greater than ten per
cent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during the year ended March 31, 1997 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten per cent beneficially owners were complied with.
<PAGE>
EXHIBIT A
AMENDED AND RESTATED BYLAWS
OF
INTRANET SOLUTIONS, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE. The registered office of the Corporation shall be
located within the State of Minnesota as set forth in the Articles of
Incorporation. The Board of Directors shall have authority to change the
registered office of the Corporation and a statement evidencing any such change
shall be filed with the Secretary of State of Minnesota as required by law.
1.2 OFFICES. The Corporation may have other offices, including its
principal business office, either within or without the State of Minnesota.
ARTICLE 2
CORPORATE SEAL
2.1 CORPORATE SEAL. The Board of Directors shall determine whether or not
the Corporation will adopt a corporate seal. If a corporate seal is adopted,
inscribed on the corporate seal shall be the name of the Corporation and the
words "Corporate Seal," and when so directed by the Board of Directors, a
duplicate of the seal may be kept and used by the Secretary of the Corporation.
ARTICLE 3
SHAREHOLDERS
3.1 REGULAR MEETINGS. Regular meetings of the shareholders shall be held
at the Corporation's registered office or at such other place within or without
the State of Minnesota as is designated by the Board of Directors. Regular
meetings may be held annually or on a less frequent periodic basis, as
established by a resolution of the Board of Directors, or may be held on call by
the Board of Directors from time to time as and when the Board determines. At
each regular meeting, the shareholders shall elect qualified successors for
directors who serve for an indefinite term or whose terms have expired or are
due to expire within six (6) months after the date of the meeting, and may
transact such other business which
<PAGE>
properly comes before them. Notwithstanding the foregoing, if a regular meeting
of the shareholders has not been held for a period of fifteen (15) months, a
shareholder or group of shareholders holding three percent (3%) or more of the
issued and outstanding voting shares of the Corporation may demand that a
regular meeting of the shareholders be held by giving written notice to the
President or Treasurer of the Corporation. Within thirty (30) days after
receipt of the notice, the Board shall cause a regular meeting of the
shareholders to be called and held within ninety (90) days after receipt of the
notice. Any regular meeting held pursuant to such a demand by a shareholder or
shareholders shall be held within the county where the principal executive
office of the Corporation is located.
3.2 SPECIAL MEETING. Special meetings of the shareholders may be called
by the President, by a Vice-President in the absence of the President, by the
Treasurer, or by the Board of Directors or any two or more members thereof.
Special meetings may also be called by one or more shareholders holding ten
percent (10%) or more of the issued and outstanding voting shares of the
Corporation by delivering to the President or Treasurer a written demand for a
special meeting, which demand shall state the purposes of such meeting. Within
thirty (30) days after receipt of the written demand, the Board of Directors
shall call a special meeting of the shareholders to be held within ninety (90)
days after receipt of the written demand. Any special meeting held pursuant to
such written demand shall be held within the county where the principal
executive office of the Corporation is located.
3.3 QUORUM. Business may be transacted at any duly held meeting of the
shareholders at which a quorum is present. The holders of fifty percent (50%)
of the voting power of the shares entitled to vote at a meeting shall constitute
a quorum. The shareholders present at the meeting may continue to transact
business until adjournment, even though a number of shareholders withdraw
leaving less than a quorum. If a quorum is not present at any meeting, those
shareholders present have the power to adjourn the meeting from time to time
until the requisite number of voting shares are present. The date, time and
place of the reconvened meeting shall be announced at the time of adjournment
and notice of the reconvened meeting shall be given to all shareholders who were
not present at the time of adjournment. Any business which might have been
transacted at the meeting which was adjourned may be transacted at the
reconvened meeting.
3.4 VOTING. At each shareholders' meeting, every shareholder having the
right to vote is entitled to vote in person or by proxy. Shareholders have one
(1) vote for each share having voting power standing in their name on the books
of the Corporation, unless otherwise provided in the Articles of Incorporation,
or these Bylaws, or in the terms of the shares. All elections and questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum, except as otherwise
required by statute, the Articles of Incorporation, these Bylaws, or by
agreement among the shareholders.
<PAGE>
3.5 NOTICE OF MEETING. Notice of regular or special meetings of the
shareholders shall be given by an officer or agent of the Corporation to each
shareholder shown on the books of the Corporation to be the holder of record of
shares entitled to vote at the meeting. If the notice is to be mailed, then the
notice must be mailed to each shareholder at the shareholder's address as shown
on the books of the Corporation at least ten (10) calendar days prior to the
meeting. If the notice is not mailed, then the notice must be given at least
forty-eight (48) hours prior to the meeting. The notice must contain the date,
time and place of the meeting, and in the case of a special meeting, must also
contain a statement of the purpose of the meeting. In no event shall notice be
given more than sixty (60) days prior to the meeting. If a plan of merger,
exchange, sale or other disposition of all or substantially all of the assets of
the Corporation is to be considered at a meeting of shareholders, notice of such
meeting shall be given to every shareholder, whether or not entitled to vote,
not less than fourteen (14) days prior to the date of such meeting. A
shareholder may orally or in writing waive notice of the meeting. Attendance by
a shareholder at a meeting of the Board of Directors also constitutes a waiver
of notice of such meeting, unless the shareholder objects at the beginning of
the meeting to the transaction of business because the meeting allegedly is not
lawfully called or convened and such shareholder does not participate thereafter
in the meeting.
3.6 PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies must be filed with an officer of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.
3.7 CLOSING TRANSFER BOOKS. The Board of Directors may close the stock
transfer books for a period of time which does not exceed sixty (60) days
preceding any of the following: the date of any meeting of shareholders; the
payment of dividends; the allotment of rights; or the change, conversion, or
exchange of shares.
3.8 MEETING BY ELECTRONIC COMMUNICATIONS. A conference among shareholders
by any means of communication through which the shareholders may simultaneously
hear each other during the conference constitutes a meeting of the shareholders
if the number of shares held by the shareholders participating in the conference
would be sufficient to constitute a quorum at a meting, and if the same notice
is given of the conference as would be required for a shareholders meeting under
these Bylaws. In any shareholders meeting, a shareholder may participate by any
means of communication through which the shareholder, other shareholders so
participating, and all shareholders physically present at the meeting may
simultaneously hear each other during the meeting.
<PAGE>
3.9 RECORD DATE. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding sixty (60) days preceding
the date of any of the events described in Section 3.7, as a record date for the
determination of which shareholders are entitled (I) to notice of and to vote at
any meeting and any meeting subsequent to adjournment, (ii) to receive any
dividend or allotment of rights, or (iii) to exercise the rights in respect to
any change, conversion, or exchange of shares. If a record date is fixed by the
Board of Directors, only those shareholders of record on the record date shall
be entitled to receive notice of and to vote at the meeting and any meeting
subsequent to adjournment or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date so fixed. If the share transfer books are not closed and no
record date is fixed for determination of the shareholders of record, then the
date on which notice of the meeting is mailed or the date of adoption of a
resolution of the Board of Directors declaring a dividend, allotment of rights,
change, conversion or exchange of shares, as the case may be, shall be the
record date for such determination.
3.10 PRESIDING OFFICER. The President of the Corporation shall preside
over all meetings of the shareholders. In the absence of the President, the
shareholders may choose any person present to act as presiding officer.
3.11 WRITTEN ACTION BY SHAREHOLDERS. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting and notice if a
consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to notice of a meeting for such purpose.
ARTICLE 4
DIRECTORS
4.1 GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by the Board of Directors which shall initially
consist of five (5) director(s). In addition to the powers and authorities by
these Bylaws expressly conferred upon it, the Board may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or done by the shareholders.
4.2 NUMBER. The number of directors may be either increased or
decreased by resolution of the shareholders at their regular meetings or at a
special meeting called for that purpose. The number of directors may be
increased by resolution adopted by the affirmative vote of a majority of the
Board of Directors. Any newly created directorships established by the Board of
Directors shall be filled by a majority vote of the directors serving at the
time of increase.
<PAGE>
4.3 QUALIFICATIONS AND TERM OF OFFICE. Directors need not be
shareholders or residents of the State of Minnesota. The Board of Directors
shall be elected by the shareholders at their regular meeting and at any special
shareholders' meeting called for that purpose. A director shall hold office
until the annual meeting for the year in which his or her term expires and until
the director's successor is elected and qualifies, or until the earlier death,
resignation, removal, or disqualification of the director.
4.4 QUORUM. A majority of the Board of Directors constitutes a quorum
for the transaction of business; provided, however, that if any vacancies exist
by reason of death, resignation, or otherwise, a majority of the remaining
directors constitutes a quorum. If less than a quorum is present at any
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
4.5 ACTION OF DIRECTORS. The acts of a majority of the directors
present at a meeting at which a quorum is present are the acts of the Board of
Directors.
4.6 MEETINGS. Meetings of the Board of Directors may be held from time
to time at any place, within or without the State of Minnesota, that the Board
of Directors may select. If the Board of Directors fails to select a place for
a meeting, the meeting shall be held at the principal executive office of the
Corporation. The President or any director may call a meeting of the Board of
Directors by giving notice to all directors of the date, time and place of the
meeting. If the notice is to be mailed, then the notice must be mailed to each
director at least five (5) calendar days prior to the meeting. If the notice is
not to be mailed, then the notice must be given at least forty-eight (48) hours
prior to the meeting. If the date, time and place of the meeting of the Board
of Directors has been announced at a previous meeting of the Board of Directors,
no additional notice of such meeting is required, except that notice shall be
given to all directors who were not present at the previous meeting. Notice of
the meeting of the Board of Directors need not state the purpose of the meeting.
A director may orally or in writing waive notice of the meeting. Attendance by
a director at a meeting of the Board of Directors also constitutes a waiver of
notice of such meeting, unless the director objects at the beginning of the
meeting to the transaction of business because the meeting allegedly is not
lawfully called or convened and such director does not participate thereafter in
the meeting.
4.7 MEETING BY ELECTRONIC COMMUNICATIONS. A conference among directors
by any means of communication through which the directors may simultaneously
hear each other during the conference constitutes meeting of the Board of
Directors if the number of directors participating in the conference would be
sufficient to constitute a quorum at a meeting, and if the same notice is given
of the conference as would be required for a Board
<PAGE>
of Directors meeting under these Bylaws. In any Board of Directors meeting, a
director may participate by any means of communication through which the
director, other directors so participating, and all directors physically present
at the meeting may simultaneously hear each other during the meeting.
4.8 COMPENSATION. Directors may receive such compensation as may be
determined from time to time by resolution of the Board of Directors.
4.9 COMMITTEE. By the affirmative vote of a majority of the directors,
the Board of Directors may establish a committee or committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution adopted by the Board of
Directors. A committee shall consist of one or more persons, who need not be
directors, that have been appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee present at any
meeting of the committee is a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in the resolution approved by
the Board of Directors. Minutes of any meetings of committees created by the
Board of Directors shall be available upon request to members of the committee
and to any director.
4.10 ACTION BY ABSENT DIRECTOR. A director may give advance written
consent or opposition to a proposal to be acted upon at a Board of Directors
meeting by giving a written statement to the President, Treasurer, or any
director which sets forth the proposal to be voted on and contains a statement
of the director's voting preference with regard to the proposal. An advance
written statement does not constitute presence of the director for purposes of
determining a quorum, but the advance written statement shall be counted in the
vote on the subject proposal provided that the proposal acted on at the meeting
is substantially the same or has substantially the same effect as the proposal
set forth in the advance written statement. The advance written statement by a
director on a proposal shall be included in the records of the Board of
Directors' action on the proposal.
4.11 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any director who has
been elected by the Board of Directors to fill a vacancy on the Board of
Directors, or to fill a directorship created by action of the Board of
Directors, and who has not subsequently been reelected by the shareholders, may
be removed by a majority vote of all directors constituting the Board, exclusive
of the director whose removal is proposed.
4.12 VACANCIES. Any vacancy on the Board of Directors may be filled by
vote of the remaining directors, even though less than a quorum.
4.13 WRITTEN ACTION BY LESS THAN ALL OF DIRECTORS. Any action required
or permitted to be taken at a Board meeting, other than an action
<PAGE>
requiring shareholder approval, may be taken by written action of the Board of
Directors if signed by the number of directors that would be required to take
the same action at a meeting at which all directors were present.
4.14 DISSENT FROM ACTION. A director of the Corporation who is present
at a meeting of the Board of Directors at which any action is taken shall be
presumed to have assented to the action taken unless the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter, or unless
the director votes against the action at the meeting, or is prohibited from
voting on the action.
ARTICLE 5
OFFICERS
5.1 ELECTION OF OFFICERS. The Board of Directors shall from time to
time, elect a Chief Executive Officer, who may also be designated as President,
and a Chief Financial Officer, who may also be designated as Treasurer. The
Board of Directors may elect, but shall not be required to elect, a Secretary,
one or more Vice Presidents, and a Chairman of the Board. In addition, the
Board of Directors may elect such other officers and agents as it may deem
necessary. The officers shall exercise such powers and perform such duties as
are prescribed by applicable statutes, the Articles of Incorporation, the
Bylaws, or as may be determined from time to time by the Board of Directors.
Any number of offices may be held by the same person.
5.2 TERM OF OFFICE. The officers shall hold office until their
successors are elected and qualify; provided, however, that any officer may be
removed with or without cause by the affirmative vote of a majority of the
directors present at a Board of Directors meeting at which a quorum is present.
5.3 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall:
(a) Have general active management of the business of the Corporation;
(b) When present, preside at all meetings of the shareholders;
(c) When present, and if there is not a Chairman of the Board, preside
at all meetings of the Board of Directors;
(d) See that all orders and resolutions of the Board of Directors are
carried into effect;
(e) Sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to
<PAGE>
the business of the Corporation, except in cases in which the
authority to sign and deliver is required by law to be exercised by
another person or is expressly delegated by the Articles of
Incorporation or Bylaws or by the Board of Directors to some other
officer or agent of the Corporation;
(f) Maintain records of and, whenever necessary, certify all proceedings
of the Board of Directors and the shareholders; and
(g) Perform all other duties prescribed by the Board of Directors.
All other officers shall be subject to the direction and authority of the Chief
Executive Officer.
5.4 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:
(a) Keep accurate financial records for the Corporation;
(b) Deposit all money, drafts and checks in the name of and to the
credit of the Corporation in the banks and depositories designated
by the Board of Directors;
(c) Endorse for deposit all notes, checks and drafts received by the
Corporation as ordered by the Board of Directors, making proper
vouchers therefor;
(d) Disburse corporate funds and issue checks and drafts in the name of
the Corporation, as ordered by the Board of Directors;
(e) Render to the Chief Executive Officer and the Board of Directors,
whenever requested, an account of all transactions by the Chief
Financial Officer and of the financial condition of the Corporation;
and
(f) Perform all other duties prescribed by the Board of Directors or by
the Chief Executive Officer.
5.5 PRESIDENT. Unless otherwise determined by the Board of Directors,
the President shall be the Chief Executive Officer of the Corporation. If an
officer other than the President is designated Chief Executive Officer, the
President shall perform such duties as may from time to time be assigned by the
Board of Directors.
5.6 VICE PRESIDENT. Each Vice President, if any, shall have such powers
and perform such duties as may be specified in these Bylaws or prescribed by the
Board of Directors. If the Chief Executive Officer is absent or disabled, the
Vice President shall succeed to the President's powers and duties. If there are
two or more Vice Presidents, the order of
<PAGE>
succession shall be determined by seniority of election or as otherwise
prescribed by the Board of Directors.
5.7 SECRETARY. The Secretary, if any, shall attend all meetings of the
shareholders and the Board of Directors. The Secretary shall act as clerk and
shall record all the proceedings of the meetings in the minute book of the
Corporation and shall give proper notice of meetings of shareholders and the
Board of Directors. The Secretary shall keep the seal of the Corporation, if
any, and shall affix the seal to any instrument requiring it and shall attest
the seal, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
5.8 TREASURER. Unless otherwise determined by the Board of Directors,
the Treasurer shall be the Chief Financial Officer of the Corporation. If an
officer other than the Treasurer is designated Chief Financial Officer, the
Treasurer shall perform such duties as may from time to time be assigned by the
Board of Directors.
5.9 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and shall perform such other
duties as may from time to time be assigned by the Board of Directors.
5.10 ASSISTANT OFFICERS. In the event of absence or disability of any
Vice President, Secretary or the Chief Financial Officer, the assistant to such
officer, if any, shall succeed to the powers and duties of the absent officer
until the principal officer resumes his duties or a replacement is elected by
the Board of Directors. If there are two or more assistants, the order of
succession shall be determined through seniority by the order in which elected
or as otherwise prescribed by the Board of Directors. The assistant officers
shall exercise such other powers and duties as may be delegated to them from
time to time by the Board of Directors or the principal officer under whom they
serve, but at all times shall remain subordinate to the principal officers they
are designated to assist.
ARTICLE 6
INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and
agents to the full extent permitted by the laws of the State of Minnesota, as
now in effect, or as the same may be hereafter modified.
<PAGE>
ARTICLE 7
SHARES AND THEIR TRANSFER
7.1 CERTIFICATES OF SHARES. Every owner of shares of the Corporation
shall be entitled to a certificate, to be in such form as the Board of Directors
prescribes, certifying the number of shares owned by such shareholder. The
certificates for shares shall be numbered in the order in which they are issued
and shall be signed in the name of the Corporation by the Chief Executive
Officer, the President or a Vice President and by the Secretary or Assistant
Secretary, or the Chief Financial Officer, or any other officer of the
Corporation authorized by the Board of Directors and shall have the corporate
seal, if any, affixed thereto. A record shall be kept of the name of the person
owning the shares represented by each certificate, the respective issue dates
thereof, and in the case of cancellation, the respective dates of cancellation.
Except as provided in Section 7.4 of this Article 7, every certificate
surrendered to the Corporation for exchange or transfer shall be canceled, and
no other certificate shall be issued in exchange for any existing certificate
until such existing certificate is canceled.
7.2 ISSUANCE OF SHARES. The Board of Directors is authorized to issue
shares of the capital stock of the Corporation up to the number of shares
authorized by the Articles of Incorporation. Shares may be issued for any
consideration (including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received by the
Corporation under a written agreement, or services rendered to the Corporation
or to be rendered to the Corporation under a written agreement) which is
authorized by a resolution approved by the affirmative vote of a majority of the
directors present, valuing all nonmonetary consideration and establishing a
price in money or other consideration, or a minimum price, or a general formula
or method by which the price will be determined. Upon authorization by
resolution approved by the affirmative vote of a majority of the directors
present, the Corporation may, without any new or additional consideration, issue
shares of its authorized and unissued capital stock in exchange for or in
conversion of its outstanding shares, or issue its own shares pro rata to its
shareholders or the shareholders of one or more classes or series, to effectuate
share dividends or splits, including reverse share splits. No shares of a class
or series shall be issued to the holder of the shares of another class or
series, unless issuance is either expressly provided for in the Articles of
Incorporation or is approved at a meeting by the affirmative vote of the holders
of a majority of the voting power of all shares of the same class or series as
the shares to be issued.
7.3 TRANSFER OF SHARES. Transfer of shares on the books of the
Corporation may be authorized only by the shareholder named in the certificates
or the shareholder's representative or duly authorized
<PAGE>
attorney-in-fact and only upon surrender for cancellation of the certificate for
such shares. The shareholder in whose name shares stand on the books of the
Corporation shall be considered the owner thereof for all purposes regarding the
Corporation.
7.4 LOST CERTIFICATES. Any shareholder claiming a certificate for
shares has been lost or destroyed shall make an affidavit or affirmation of that
fact in such form as the Board of Directors may require and shall, if the
directors so require, give the Corporation a bond of indemnity in form and with
one or more sureties satisfactory to the Board of Directors and in an amount
determined by the Board of Directors, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss or destruction
of the certificate. A new certificate may then be issued in the same tenor for
the same number of shares as the one alleged to have been lost or destroyed.
7.5 TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
one or more transfer agents or transfer clerks and one or more registrars and
may require all certificates for shares to bear the signature or signatures of
any of them.
7.6 FACSIMILE SIGNATURE. When any certificate is manually signed by a
transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the
officers and a facsimile corporate seal, if any, may be inscribed on the
certificate in lieu of the actual signatures and seal.
ARTICLE 8
AMENDMENTS
The Board of Directors of the Corporation is expressly authorized to make
Bylaws of the Corporation and from time to time to adopt, amend or repeal Bylaws
so made to the extent and in the manner prescribed in the Minnesota Statutes.
The Board of Directors shall not adopt, amend, or repeal a Bylaw fixing a quorum
for meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board of Directors, or fixing the number of directors
or their classifications, qualifications, or terms of office, but may adopt or
amend a Bylaw to increase the number of directors. The authority in the Board
of Directors is subject to the power of the voting shareholders to adopt, change
or repeal the Bylaws by a vote of shareholders holding a majority of the shares
entitled to vote and present or represented at any regular meeting or special
meeting called for that purpose.
<PAGE>
PROXY
INTRANET SOLUTIONS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON AUGUST 21, 1997
The undersigned, revoking all prior proxies, hereby appoints Jeffrey J.
Sjobeck and Robert F. Olson, or either of them, as proxy or proxies, with full
power of substitution and revocation, to vote all shares of Common Stock of
IntraNet Solutions, Inc. of record in the name of the undersigned at the close
of business on July 7, 1997, at the Annual Meeting of Shareholders to be held on
Thursday, August 21, 1997, or at any adjournment thereof, upon the following
matters:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: / / FOR all nominees listed below / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY TO VOTE FOR ALL NOMINEES LISTED
BELOW) BELOW.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE FOR BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
ROBERT F. OLSON RONALD E. EIBENSTEINER HENRY FONG DAVID D. KOENTOPF JEFFREY J. SJOBECK
2. APPROVAL OF ADOPTION OF AMENDED AND RESTATED BYLAWS OF THE CORPORATION.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion the proxies are authorized to vote upon such other matters as may properly come
before the meeting.
</TABLE>
<PAGE>
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. The Board of Directors recommends a vote FOR
Proposals 1 and 2.
Dated: ____________________, 1997.
__________________________________
Signature
__________________________________
Signature if jointly held
Please sign exactly as name(s) are
shown at left. When signing as
executor, administrator, trustee,
or guardian, give full title as
such; when shares have been issued
in names of two or more persons,
all should sign.
PLEASE MARK, DATE, SIGN, AND MAIL
THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE.
