<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTRANET SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(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.
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(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):
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[ ] 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:
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(4) Date filed:
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<PAGE> 2
2
[INTRANET SOLUTIONS, INC. LETTERHEAD]
August 12, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
IntraNet Solutions, Inc. to be held at the Marriot Southwest Hotel, 5801
Opus Parkway Minnetonka, Minnesota 55343, commencing at 3:30 p.m., Central
Daylight Time, on Wednesday, September 22, 1999.
The Secretary's Notice of Annual Meeting and the Proxy Statement which
follow describe the matters to come before the meeting. During the meeting, we
will also review the activities of the past year and items of general interest
about the Company.
We hope that you will be able to attend the meeting in person and we look
forward to seeing you. Please mark, date and sign the enclosed proxy and
return it in the accompanying envelope as quickly as possible, even if you plan
to attend the meeting. If you later desire to revoke the proxy, you may do so
at any time before it is exercised.
Sincerely,
/s/ Robert F. Olson
Robert F. Olson
Chairman, President And Chief Executive Officer
<PAGE> 3
INTRANET SOLUTIONS, INC.
8091 Wallace Road
Minneapolis, Minnesota 55344
------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------
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, MN
55343 at 3:30 p.m. (Central Daylight Time) on Wednesday, September 22, 1999, 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 the IntraNet Solutions, Inc. Employee
Stock Purchase Plan and to reserve for issuance thereunder 750,000 shares of the
Company's common stock.
3. To approve an amendment to the Company's Articles of Incorporation
increasing the number of shares of capital stock authorized for issuance from
25,000,000 to 50,000,000.
4. 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 14, 1999, 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/ Gregg A. Waldon
Gregg A. Waldon
Chief Financial Officer and Secretary
Dated: August 12, 1999
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> 4
PROXY STATEMENT
OF
INTRANET SOLUTIONS, INC.
8091 Wallace Road
Minneapolis, Minnesota 55344
------------------------------------------
Annual Meeting of Shareholders to be Held
Wednesday, September 22, 1999
------------------------------------------
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 Minnetonka
Marriott Southwest Hotel, 5801, Opus Parkway, Minnetonka, MN 55343 on September
22, 1999 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 (i) for the election of the nominees for director named herein; (ii) in
favor of the adoption of the IntraNet Solutions, Inc. Employee Stock Purchase
Plan; (iii) in favor of the proposed amendment to the Company's Articles of
Incorporation; and (iv) 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 14, 1999 (the "Record Date") as the 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 15,112,561 shares of the Company's
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 August 12, 1999.
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<PAGE> 5
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 42, founded the Company's business and has served
as President, Chief Executive Officer and Chairman of the Board of IntraNet
Solutions and its predecessor company since 1990. From 1987 to 1990, he served
as the General Manager of the Greatway Communications Division of Anderberg-Lund
Printing Company, an electronic publishing sales and service organization. Prior
to that time, Mr. Olson held management and marketing positions in several
electronic publishing service organizations.
Gregg A. Waldon, age 38, has served as the Company's Chief Financial
Officer, Treasurer and Secretary, and as a director, since April 1999. From 1992
to April 1999, he held various financial management positions with GalaGen Inc.,
a publicly traded biopharmaceutical company, where he served as Chief Financial
Officer since November 1994. Prior to that time, Mr. Waldon was employed by
PricewaterhouseCoopers LLP.
Ronald E. Eibensteiner, age 45, has served as a director of IntraNet
Solutions since March 1996. He has been President of Wyncrest Capital, Inc., a
venture capital firm that he founded, since 1990. Mr. Eibensteiner is a director
of OneLink Communications, Inc., a company that specializes in transforming raw
telecommunications data into visual business intelligence.
Kenneth H. Holec, age 43, has served as a director of IntraNet
Solutions since February 1998. He has been President and Chief Executive Officer
of ShowCase Corporation, a supplier of data warehousing systems, since November
1993. From 1985 to 1993, Mr. Holec served as President and Chief Executive
Officer of Lawson Associates, Inc., a developer of financial and human resource
management software products.
Steven C. Waldron, age 50, has served as a director of IntraNet
Solutions since February 1998. He has been President and Chief Executive Officer
of St. Paul Software, Inc., a provider of e-commerce software and transaction
processing services, since November 1997. From 1992 to March 1995, he was
president of Innovex, Inc., a diversified technology company. Prior to that
time, Mr. Waldron served as President and Chief Executive Officer of Norstan,
Inc., a supplier of telecommunications hardware and software, which he
co-founded.
2
<PAGE> 6
THE BOARD AND ITS COMMITTEES
The Board of Directors met four times and took action by written action
in lieu of a meeting 10 times during the year ended March 31, 1999.
The Company maintains an Audit Committee to review the scope and
results of the annual audit and other accounting related services. The Audit
Committee currently consists of Messrs. Eibensteiner, Holec and Waldron. The
Audit Committee formerly consisted of Messrs. Paul Anderson, Eibensteiner and
David Koentopf, until Messrs Anderson's and Koentopf's resignations from the
Board on November 4, 1998 and August 1, 1998, respectively. The former Audit
Committee took action twice by written action during the year ended March 31,
1999.
The Company also maintains a Compensation and Stock Option Committee to
provide recommendations concerning salaries, stock options and incentive
compensation for officers and employees of the Company. The members of the
Compensation and Stock Option Committee are Messrs. Eibensteiner, Holec and
Waldron. The Compensation and Stock Option Committee took action seven times by
written action during the year ended March 31, 1999.
Each director attended more than 75 percent of the meetings of the
Board of Directors and Board committees on which he serves.
Members of the Board of Directors who are not employees of the Company
are eligible to receive stock option grants under the 1997 Director Stock Option
Plan. No options were granted under the plan during the fiscal year ended March
31, 1999.
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
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<PAGE> 7
have otherwise been voted for such nominee will be voted for such substitute
nominee as may be selected by the Board of Directors.
PRINCIPAL SHAREHOLDERS
The Company has outstanding one class of voting securities, common
stock, $0.01 par value, of which 15,112,561 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.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES
- ------------------------------------------------- ---------------------------------- ----------------------------
<S> <C> <C>
Robert F. Olson (1) 3,385,382 22.2%
Jeffrey J. Sjobeck (2) 61,929 *
Ronald E. Eibensteiner(3) 464,660 3.0%
Kenneth H. Holec (4) 10,000 *
Steven C. Waldron (4) 10,000 *
Perkins Capital Management,
730 East Lake Street, 952,635 6.1%
Wayzata, MN 55391 (5)
All directors and executive officers as a group 3,870,042 25.1%
(6 persons) (6)
</TABLE>
- ----------
* Less than 1%.
(1) Includes 35,714 shares owned by Mr. Olson's spouse, 50,000 shares issuable
upon exercise of a warrant held by Mr. Olson and 84, 619 shares issuable upon
exercise of a warrant owned by a trust for the benefit of Mr.
Olson's minor children.
(2) Includes 61,929 shares issuable upon exercise of options owned by Mr.
Sjobeck.
(3) Includes 316,588 shares owned by an investment fund owned and managed by Mr.
Eibensteiner and 137,072 shares issuable upon exercise of options and warrants
owned by Mr. Eibensteiner.
(4) Represents shares issuable upon exercise of options.
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<PAGE> 8
(5) Ownership is based on information contained in a Schedule 13G filed with the
SEC on February 11, 1999. Includes 520,716 shares issuable upon exercise of
options and warrants owned by Perkins Capital Management.
(6) Includes the shares issuable upon exercise of the options and warrants
described in the footnote above.
COMPENSATION OF EXECUTIVE OFFICERS
The following table presents the compensation for each of the last
three fiscal years of the Company's Chief Executive Officer and the other
executive officer of the Company who received salary and bonuses in excess of
$100,000 for the fiscal year ended March 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------------
ANNUAL COMPENSATION(1) SECURITIES
FISCAL ---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS COMPENSATION($)(1)
- --------------------------- ---- --------- -------- ------- ------------------
<S> <C> <C> <C> <C> <C>
ROBERT F. OLSON, 1999 168,175 -- -- 13,067
PRESIDENT AND CHIEF EXECUTIVE 1998 155,000 -- -- 10,492
OFFICER 1997 141,793 -- -- --
JEFFREY J. SJOBECK(2) 1999 106,720 -- -- --
CHIEF FINANCIAL OFFICER, 1998 100,000 -- 10,000 --
TREASURER AND SECRETARY 1997 82,291 2,100 12,500 --
</TABLE>
(1) Represents matching contributions by the Company under its 401(k) Savings
Incentive Plan, term life and disability insurance premiums.
(2) Mr. Sjobeck resigned on April 2, 1999.
AGGREGATED FISCAL 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS AT VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
MARCH 31, 1999 AT MARCH 31, 1999
--------------- -----------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
ROBERT F. OLSON -- -- $ -- $ --
JEFFREY J. SJOBECK 61,929 30,529(1) 376,716 166,628(1)
</TABLE>
(1) As a result of Mr. Sjobeck's resignation in April 1999, these options will
not become exercisable and will return to the available option pool under the
1994-1997 Stock Option and Compensation Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Stock Option and Compensation Committee (the
"Compensation Committee") consists of Messrs. Eibensteiner, Holec and
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<PAGE> 9
Waldron. 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 Robert F. Olson, our President and Chief Executive Officer. Mr.
Olson receives an annual base salary of $155,000, subject to annual increases,
and has the opportunity to earn performance-related bonuses. Pursuant to this
agreement, Mr. Olson has agreed not to compete with the Company for a two-year
period after any termination of employment. In the event of his termination
without cause, Mr. Olson will be entitled to receive severance compensation
equal to the greater of six months of his then current base salary or the
balance of the compensation due and owing to him under his employment agreement.
In April 1999, the Company entered into a two-year employment agreement
with Gregg A. Waldon, its Chief Financial officer, Treasurer and Secretary. Mr.
Waldon receives a minimum base salary of $125,000, subject to annual increases,
plus annual performance bonuses of up to $40,000. Mr. Waldon has agreed not to
compete with the Company during his employment and for a period of nine months
following his termination from employment. In the event of a change in control
or his termination of employment without cause, Mr. Waldon will receive
severance pay equal to 180 days of his then current base salary.
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, 1999 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 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
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<PAGE> 10
- 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 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.
Ronald E. Eibensteiner, Chairman
Kenneth H. Holec
Steven C. Waldron
COMPARATIVE STOCK PERFORMANCE
The comparative stock performance graph below compares the cumulative
shareholder return on the common stock of the Company for the period from July
31, 1996 (the effective date of the merger into a publicly traded company, the
name of the surviving company of which was changed into IntraNet Solutions,
Inc.) through March 31, 1999 with the cumulative total return on (i) the CRSP
Total Return Index for The Nasdaq Stock Market (US) and (ii) the Nasdaq
Computer & Data
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<PAGE> 11
Processing Services Stocks Index. The table assumes the investment of $100 in
the Company's common stock, the CRSP Total Return Index for the Nasdaq Stock
Market (US), the Nasdaq Computer & Data Processing Services Stocks Index on
July 31, 1996, and the reinvestment of all dividends through the last trading
day of the years ended March 31, 1997, March 31, 1998 and March 31, 1999.
<TABLE>
<CAPTION>
JULY 31, MARCH 31, MARCH 31, MARCH 31,
1996 1997 1998 1999
---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
INTRANET SOLUTIONS, INC. $100 $ 28.906 $ 39.063 $ 51.563
CRSP TOTAL RETURN INDEX FOR THE $100 $112.777 $170.967 $230.107
NASDAQ STOCK MARKET (US)
NASDAQ COMPUTER & DATA PROCESSING $100 $109.919 $192.147 $312.302
SERVICES STOCKS INDEX
</TABLE>
PROPOSAL NO. 2
ADOPTION OF THE INTRANET SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
On June 11, 1999, the Board of Directors adopted, subject to
shareholder approval, the IntraNet Solutions, Inc. Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan"). The Board of Directors believes that the
ownership of the Company's common stock by employees is a desirable and useful
means to strengthen further the interests of the employees and the future
success of the Company. A copy of the Employee Stock Purchase Plan is attached
as Exhibit A, and reference is made thereto for a complete statement of the
terms and provisions thereof.
Subject to certain exceptions set forth in the Employee Stock Purchase
Plan, each regular, full-time employee or part-time employee with customary
employment of at least 20 hours per week (including officers and employee
Directors but not including non-employee Directors or holders of five percent or
more of the total combined voting power or volume of all classes of stock of the
Company), of the Company is eligible to participate in the Employee Stock
Purchase Plan. In order to participate in the Employee Stock Purchase Plan, an
eligible employee must execute and deliver to the Company certain authorization
forms directing a payroll deduction of a specified whole percentage of his or
her base and/or incentive compensation. Participants may elect to apply
different percentages to base and incentive compensation, but in neither case
may the percentage exceed 10 percent. The maximum dollar value of shares that a
participating employee may purchase per year under the Plan is $25,000. If
approved by the Company's shareholders, the IntraNet Solutions, Inc. Employee
Stock Purchase Plan shall commence on January 1, 2000.
Payroll deductions will be credited to an individual account for each
participating employee. No interest will be payable with respect to any amounts
credited to such accounts. During each offering period (as described in the
Employee Stock Purchase Plan) each participating employee will be granted a
non-transferable right to purchase a number of full shares of the Company's
common stock. The per share purchase price for the
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<PAGE> 12
common stock purchased pursuant to the Employee Stock Purchase Plan will equal
eighty-five percent of the lower of the fair market value (determined as closing
sales price on the Nasdaq National Market) of a share of common stock on (i) the
first business day of the offering period or (ii) the last business day of the
offering period. The fair market value of a share of the Company's common stock
on July 14, 1999, was $9.25.
The Employee Stock Purchase Plan will be administered by the
Compensation Committee of the Company's Board of Directors. The Compensation
Committee may adopt, amend and rescind rules and regulations not inconsistent
with the Employee Stock Purchase Plan and they will interpret and construe the
Employee Stock Purchase Plan. Each Participant will be provided with a periodic
statement showing the cash withheld and invested, purchase price per share and
shares purchased.
The Board of Directors may terminate the Employee Stock Purchase Plan
at any time. Any such termination will not impair any purchase rights which are
to be granted prior to such termination. Unless sooner terminated, the Employee
Stock Purchase Plan will terminate when the maximum number of shares covered by
the Employee Stock Purchase Plan has been purchased. The Board may also amend
the Employee Stock Purchase Plan from time to time in any respect in order to
meet changes and legal requirements or for any other reasons.
The total number of shares of common stock that may be subject to
options issued pursuant to the Employee Stock Purchase Plan is 750,000. This
number and the terms of outstanding options are subject to adjustment as
described in the Employee Stock Purchase Plan.
Federal Tax Consequences
If shares of common stock purchased by a Participant pursuant to an
exercise of purchase rights granted under the Employee Stock Purchase Plan are
not disposed of within two years after the date of the grant of such purchase
rights or one year after the transfer of shares to the participant (the "holding
period"), such exercise will result in no immediate taxable income to such
Participant. Upon later disposition of such shares, however, or if such
Participant should die while owning such shares, there will be recognized to
such Participant compensation disposition or death occurs, in an amount equal to
the lesser of (a) 15 percent of the fair market value of the shares at the time
the purchase rights were granted or exercised, whichever is less, or (b) the
disposition or death exceeded the purchase price. Any further gain (or any loss)
would be considered gain (or loss) from the sale of a capital asset. If the
holding requirements described above are satisfied, neither the Company nor any
participating subsidiary will be entitled to any deduction for Federal income
tax purposes with respect to
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<PAGE> 13
shares transferred to a Participant pursuant to the exercise of purchase rights.
If shares acquired pursuant to the exercise of purchase rights granted
under the Employee Stock Purchase Plan are disposed of by a Participant (other
than by reason of death) before expiration of the holding period, then such
Participant will be treated as having received compensation by reason of the
exercise of such purchase rights in respect of such shares in an amount equal to
the difference between the purchase price of such shares and their fair market
value on the date of such exercise. Such amount must be taken into account by
the Participant as ordinary income in computing taxable income for the taxable
year in which such disqualifying disposition occurs. Any amount treated as
compensation by reason of such a disqualifying disposition will increase the
Participant's income tax basis for computing gain or loss on such disposition
(after taking into account such basis adjustment) will be capital gain or loss
and will be long-term if the Participant's holding period for the stock is more
than one year.
If a disqualifying disposition should occur, the Company or the
participating subsidiary by which the Participant is employed will be entitled
to a deduction for its taxable year in which such disposition occurs, in the
same amount as the amount includable as compensation in the gross income of the
Participant making such disposition.
The discussion set forth above does not purport to be a complete
analysis of the potential tax consequences relevant to the Participants in the
Employee Stock Purchase Plan or the Company, or to describe tax consequences
based on particular circumstances. It is based on Federal income tax law and
interpretational authorities as of the date of this Proxy Statement, which are
subject to change at any time.
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 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 Plan. A shareholder who abstains is
considered to be present and entitled to vote 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 shall not be considered present and entitled
to vote. All shares represented by proxies will be voted FOR the Proposal unless
a contrary choice is specified.
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<PAGE> 14
PROPOSAL NO. 3
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
The Company's Articles of Incorporation at present authorizes the
issuance of 25,000,000 shares of capital stock. For the reasons set forth below,
the Board of Directors believes the Company's Articles of Incorporation should
be amended to authorize the issuance of up to 50,000,000 shares of capital
stock. The text of the proposed amendment is set forth in Exhibit B to the Proxy
Statement.
The Board of Directors believes that amending the Articles of
Incorporation to permit the Board to issue up to 50,000,000 shares of capital
stock, including one or more classes or series of preferred stock, will provide
the Company with much-needed flexibility to satisfy the Company's future
financing requirements. The Board is not currently considering the issuance of
capital stock for any such financing purposes and has no present intention to
issue any class or series of preferred stock.
The Company could also issue additional shares of capital stock for
other corporate purposes, such as to make acquisitions or structure mergers,
although no issuances for such purposes are contemplated at the present time. If
the proposed amendment is approved, the Board will be able to specify the
precise characteristics of any class or series of preferred stock to be issued,
depending upon current market conditions and the nature of specific
transactions.
All shares represented by proxies will be voted FOR the proposal to
amend the Company's Articles of Incorporation to authorize the Board of
Directors to issue up to 50,000,000 shares of capital stock unless otherwise
specified.
SHAREHOLDER PROPOSALS
All proposals of shareholders intended to be presented at the 2000
Annual Meeting of Shareholders of the Company must be received by the Secretary
of the Company at its executive offices on or before April 14, 2000.
11
<PAGE> 15
If the Company is not provided notice of a shareholder proposal which
the shareholder has not previously sought to include in the Company's proxy
statement by June 28, 2000, the management proxies will be allowed to use their
discretionary voting authority when the matter is raised at the meeting, without
any discussion of the matter in the proxy statement.
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, 1999 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten per cent beneficially owners were complied with except for one
late Form 4 filing.
12
<PAGE> 16
EXHIBIT A
INTRANET SOLUTIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose and Scope of Plan. The purpose of the IntraNet Solutions,
Inc. Employee Stock Purchase Plan (the "Plan") is to provide the employees of
IntraNet Solutions, Inc. (the "Company") and its affiliates with an opportunity
to acquire a proprietary interest in the Company through the purchase of its
common stock and, thus, to develop a stronger incentive to work for the
continued success of the Company. The Plan is intended to be an "employee stock
purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code
of 1986, as amended, and shall be interpreted and administered in a manner
consistent with such intent.
2. Definitions.
2.1 Whenever used in the Plan:
(a) "Affiliate" means any parent or subsidiary corporation of
the Company, as defined in Sections 424(e) and 424(f) of the Code.
(b) "Base Compensation" means the gross cash compensation
(including wage, salary, and overtime earnings) paid by the Company or any
Affiliate to a Participant in accordance with the terms of employment, but
excluding all Incentive Compensation, expense allowances (including, without
limitation, moving expense allowances), and compensation payable in a form other
than cash; provided that such compensation will be determined without regard to
any earnings reduction agreements made pursuant to (i) a qualified cash or
deferred arrangement under Section 401(k) of the Code or (ii) a cafeteria plan
established under Section 125 of the Code.
(c) "Board of Directors" means the board of directors of the
Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee of the Board
of Directors.
(f) "common stock" means the common stock, par value $.01 per
share, of the Company.
(g) "Company" means IntraNet Solutions, Inc.
(h) "Compensation" means the sum of a Participant's Base
Compensation and his or her Incentive Compensation.
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(i) "Eligible Employee" means any employee of the Company or
an Affiliate (i) who is a full-time employee, or (ii) who is a part-time
employee with customary employment of at least 20 hours per week; provided,
however, that "Eligible Employee" shall not include any person who would be
deemed for purposes of Section 423(b)(3) of the Code to own stock possessing 5%
or more of the total combined voting power or value of all classes of stock of
the Company.
(j) "Fair Market Value" as of any date means:
(i) the closing sale price of a share of common stock on the
date specified or, if no sale of shares of common stock shall have
occurred on that date, on the next preceding day on which a sale
occurred of shares, on the National Association of Securities Dealers,
Inc. Automated Quotations National Market System ("NMS"), or
(ii) if the shares of common stock are not quoted on the NMS,
what the Committee determines in good faith to be the fair market value
of a share of common stock on that date.
If such determination of Fair Market Value is not consistent with the then
current regulations of the Secretary of the Treasury applicable to plans
intended to qualify as an "employee stock purchase plan" within the meaning of
Section 423(b) of the Code, Fair Market Value shall be determined in accordance
with said regulations. The determination of Fair Market Value shall be subject
to adjustment as provided in Section 14 hereof.
(k) "Incentive Compensation" means compensation paid to a
Participant pursuant to any incentive compensation plan or arrangement of the
Company or in the form of commissions.
(l) "Participant" means an Eligible Employee who has elected
to participate in the Plan in the manner set forth in Section 4.
(m) "Plan" means this IntraNet Solutions, Inc. Employee Stock
Purchase Plan.
(n) "Purchase Period" means the period of January 1, 2000 to
December 31, 2000, the period of July 1, 2000 to December 31, 2000 and
thereafter the twelve and six-month periods beginning on January 1 and July 1 of
each year, respectively, and ending on December 31 of each year.
(o) "Stock Purchase Account" means the account maintained in
the books and records of the Company recording the amount withheld from each
Participant through payroll deductions made under the Plan.
3. Scope of the Plan. Options to purchase shares of common stock may be
granted by the Company to Eligible Employees
A-2
<PAGE> 18
during the period commencing January 1, 2000 and ending December 31, 2008 as
hereinafter provided, but not more than 750,000 shares of common stock (subject
to adjustment as provided in Section 14 hereof) shall be purchased pursuant to
such options. All options granted pursuant to the Plan shall be subject to the
same terms, conditions, rights, and privileges. The shares of common stock
delivered by the Company pursuant to the Plan may be acquired shares having the
status of treasury shares, newly issued shares, or both.
4. Eligibility and Participation. To be eligible to participate in the
Plan for a given Purchase Period, an employee must be an Eligible Employee on
the first day of such Purchase Period. An Eligible Employee may elect to
participate in the Plan by filing an enrollment form with the Committee in
advance of the Purchase Period that authorizes regular payroll deductions from
Compensation beginning with the first payday in the Purchase Period and
continuing until the Eligible Employee withdraws from the Plan or ceases to be
an Eligible Employee.
5. Amount of common stock Each Eligible Employee May Purchase.
5.1 Subject to the provisions of the Plan, each Eligible Employee
shall be offered the option to purchase on the last day of the Purchase Period
the largest number of whole shares of common stock that can be purchased at the
price specified in Section 5.2 hereof with the entire credit balance in the
Participant's Stock Purchase Account; provided however, (i) that no more than
5,000 shares of common stock may be purchased under the Plan by any one
Participant for each calendar year and (ii) that the Fair Market Value
(determined on the first day of any Purchase Period) of shares of common stock
that may be purchased by a Participant during such Purchase Period shall not
exceed the excess, if any, of (a) $25,000 over (b) the Fair Market Value
(determined on the first day of the relevant Purchase Period) of shares of
common stock previously acquired by the Participant in any prior Purchase Period
during such calendar year. Notwithstanding the foregoing, no Eligible Employee
shall be granted an option to acquire shares of common stock under this Plan
which permits the Eligible Employee's rights to purchase shares of common stock
under this Plan and all other "employee stock purchase plans" within the meaning
of Section 423(b) of the Code maintained by the Company and the Affiliates to
accrue at a rate which exceeds $25,000 of Fair Market Value (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time, which is to be applied as a dollar limit per Purchase
Period. If the purchases by all Participants would otherwise cause the aggregate
number of shares of common stock to be sold under the Plan to exceed the number
specified in Section 3 hereof, however, each Participant shall be allocated a
ratable portion of the maximum number of shares of common stock which may be
sold.
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<PAGE> 19
5.2 The purchase price of each share of common stock sold
pursuant to the Plan will be the lesser of (i) 85% of the Fair Market Value of
such share on the first business day of the Purchase Period or (ii) 85% of the
Fair Market Value of such share on the last business day of the Purchase Period.
6. Method of Participation.
6.1 The Committee shall give notice to Eligible Employees of
each offering of options to purchase shares of common stock pursuant to the Plan
and the terms and conditions for each offering. Such notice is subject to
revision by the Company at any time prior to the date of grant of the option.
The first day of a Purchase Period is the date contemplated by the Company as
the date of grant of the option to purchase such shares.
6.2 Each Eligible Employee who desires to participate in the
Plan for a Purchase Period shall signify his or her election to do so by signing
an election form developed by the Committee. An Eligible Employee may elect
different withholding percentages for Base Compensation and for Incentive
Compensation, provided that the withholding percentage as to each must always be
a whole percentage from 0% to 10%. An election to participate in the Plan and to
authorize payroll deductions as described herein must be made before the
commencement of the Purchase Period to which it relates and shall remain in
effect unless and until such Participant withdraws from the Plan, modifies his
or her authorization, or terminates his or her employment with the Company, as
hereinafter provided. An Eligible Employee may not participate simultaneously in
the Purchase Periods beginning January 1 and ending December 31 and beginning
July 1 and ending December 31 in the same calendar year.
6.3 Any Eligible Employee who does not make a timely election
as provided in Section 6.2 hereof shall be deemed to have elected not to
participate in the Plan. Such election shall be irrevocable for such Purchase
Period.
7. Stock Purchase Account.
7.1 The Company shall maintain a Stock Purchase Account for
each Participant. Payroll deductions pursuant to Section 6 hereof will be
credited to such Stock Purchase Accounts on each payday.
7.2 No interest will be credited to a Participant's Stock
Purchase Account.
7.3 The Stock Purchase Account is established solely for
accounting purposes, and all amounts credited to the Stock Purchase Account will
remain part of the general assets of the Company.
7.4 A Participant may not make any separate cash payment into his or
her Stock Purchase Account.
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<PAGE> 20
8. Right to Adjust Participation or to Withdraw.
8.1 A Participant may, at any time during a Purchase Period,
direct the Company to make no further deductions from his or her Compensation or
to reduce or increase the amount of such deductions. Upon either of such
actions, future payroll deductions with respect to such Participant shall cease
or be reduced or increased in accordance with the Participant's direction.
8.2 Any Participant who stops payroll deductions may not
thereafter resume payroll deductions for the Purchase Period, and any
Participant who decreases or increases payroll deductions may not thereafter
further decrease or increase such deductions for the Purchase Period, except
that he or she may stop further deductions.
8.3 At any time before the end of a Purchase Period, any
Participant may also withdraw from the Plan. In such event, all future payroll
deductions shall cease and the entire credit balance in the Participant's Stock
Purchase Account will be paid to the Participant, without interest, in cash
within 60 days. A Participant who withdraws from the Plan will not be eligible
to reenter the Plan until the next succeeding Purchase Period.
8.4 Notification of a Participant's election to reduce,
increase or terminate deductions, or to withdraw from the Plan, shall be made by
the filing of an appropriate notice to such effect with the Committee.
9. Termination of Employment. If the employment of a Participant is
terminated for any reason, including termination because of death, permanent
disability, or retirement at or after age 65, the Company shall refund in cash
all amounts credited to his or her Stock Purchase Account.
10. Exercise of Option and Purchase of Shares.
10.1 As of the last day of the Purchase Period, the entire
credit balance in each Participant's Stock Purchase Account will be used to
purchase the largest number of whole shares of common stock purchasable with
such amount (subject to the limitations of Section 5 hereof) unless the
Participant has filed an appropriate form with the Committee in advance of that
date (which either elects to purchase a specified number of whole shares which
is less than the number described above or elects to receive the entire credit
balance in cash).
10.2 Any amount remaining in a Participant's Stock Purchase
Account after such purchase (or the entire credit balance if the Participant
elected not to purchase any shares) will be paid to the Participant in cash
within 60 days after the end of the Purchase Period.
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<PAGE> 21
10.3 As soon as practicable after the close of the Purchase
Period, certificates for the number of whole shares of common stock, determined
as aforesaid, purchased by each Participant shall be issued and delivered to him
or her.
11. Rights as a Shareholder. A Participant shall not be entitled to any
of the rights or privileges of a shareholder of the Company with respect to such
shares, including the right to receive any dividends which may be declared by
the Company, until he or she actually has paid the purchase price for such
shares and certificates have been issued to him or her in accordance with
Section 10.
12. Rights Not Transferable. A Participant's rights under the Plan are
exercisable only by the Participant during his or her lifetime, and may not be
sold, pledged, assigned, or transferred in any manner other than by will or the
laws of descent and distribution. Any attempt to sell, pledge, assign, or
transfer the same shall be null and void and without effect. The amounts
credited to a Stock Purchase Account may not be assigned, transferred, pledged,
or hypothecated in any way, and any attempted assignment, transfer, pledge,
hypothecation, or other disposition of such amounts will be null and void and
without effect.
13. Administration of the Plan.
13.1 The Plan shall be administered by the Committee, which is
authorized to make such uniform rules as may be necessary to carry out its
provisions. The Committee shall determine any questions arising in the
administration, interpretation, and application of the Plan, and all such
determinations shall be conclusive and binding on all parties.
13.2 If any option granted under the Plan shall lapse or
terminate unexercised, the number of shares of common stock covered thereby
shall again become available for sale under the Plan.
14. Adjustment Upon Changes in Capitalization. In the event of any
change in the common stock of the Company by reason of stock dividends, stock
splits, corporate separations, recapitalizations, mergers, consolidations,
combinations, exchanges of shares and the like, the aggregate number and class
of shares available under the Plan, and the number, class, and purchase price of
shares under option but not yet purchased under the Plan, shall be adjusted
appropriately by the Committee.
15. Registration of Certificates. Stock certificates will be registered
in the name of the Participant, or jointly in the name of the Participant and
another person, as the Participant may direct on an appropriate form.
16. Amendment of Plan. The Board of Directors may at any time amend the
Plan in any respect which shall not adversely
A-6
<PAGE> 22
affect the rights of Participants pursuant to options accepted under the Plan,
except that, without shareholder approval on the same basis as required by
Section 19.1, no amendment shall be made (i) to increase the number of shares to
be reserved under the Plan, (ii) to decrease the minimum purchase price, (iii)
to withdraw the administration of the Plan from the Committee, or (iv) to change
the definition of employees eligible to participate in the Plan.
17. Effective Date of Plan. The Plan shall consist of an offering
commencing January 1, 2000 and ending December 31, 2000, an offering commencing
July 1, 2000 and ending December 31, 2000, and thereafter consecutive
semi-annual offerings commencing January 1 and July 1 of each year and ending on
December 31 of such year, respectively. All rights of Participants in any
offering hereunder shall terminate at the earlier of the conclusion of the last
Purchase Period authorized herein ending on December 31, 2008 or:
17.1 on the day that Participants become entitled to purchase
a number of shares of common stock equal to or greater than the number of shares
remaining available for purchase; or
17.2 at any time, at the discretion of the Board of Directors,
after 30 days' notice has been given to all Participants.
Upon termination of the Plan, shares of common stock, in accordance with Section
10, shall be issued to Participants and cash, if any, remaining in the
Participants' Stock Purchase Accounts shall be refunded to them, as if the Plan
were terminated at the end of a Purchase Period.
18. Governmental Regulations and Listing. All rights granted or to be
granted to Eligible Employees under the Plan are expressly subject to all
applicable laws and regulations and to the approval of all governmental
authorities required in connection with the authorization, issuance, sale, or
transfer of the shares of common stock reserved for the Plan, including, without
limitation, there being a current registration statement of the Company under
the Securities Act of 1933, as amended, covering the shares of common stock
purchasable under options on the last day of the Purchase Period applicable to
such options, and if such a registration statement shall not then be effective,
the term of such options and the Purchase Period shall be extended until the
first business day after the effective date of such a registration statement, or
post-effective amendment thereto. If applicable, all such rights hereunder are
also similarly subject to effectiveness of an appropriate listing application to
the National Association of Securities Dealers, Inc. covering the shares of
common stock under the Plan upon official notice of issuance.
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19. Miscellaneous.
19.1 The Plan shall not be deemed to constitute a contract of
employment between the Company and any Participant, nor shall it interfere with
the right of the Company to terminate any Participant and treat him or her
without regard to the effect which such treatment might have upon him or her
under the Plan.
19.2 Wherever appropriate as used herein, the masculine gender
may be read as the feminine gender, the feminine gender may be read as the
masculine gender, the singular may be read as the plural, and the plural may be
read as the singular.
19.3 The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Minnesota.
19.4 Delivery of shares of common stock or of cash pursuant to
the Plan shall be subject to any required withholding taxes. A person entitled
to receive shares of common stock may, as a condition precedent to receiving
such shares, be required to pay the Company a cash amount equal to the amount of
any required withholdings.
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<PAGE> 24
EXHIBIT B
TEXT OF PROPOSED AMENDMENT TO
ARTICLES OF INCORPORATION OF
INTRANET SOLUTIONS, INC.
Article III, Section A of the Articles of Incorporation of IntraNet
Solutions, Inc. is hereby amended by deleting the language set forth therein and
replacing such language with the following:
A. The Corporation is authorized to issue fifty million shares of
capital stock, having a par value of one cent per share in the case of common
stock, and having a par value as determined by the Board of Directors in the
case of preferred stock, to be held, sold and paid for at such times and in such
manner as the Board of Directors may from time to time determine in accordance
with the laws of the State of Minnesota.
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<TABLE>
<S><C>
INTRANET SOLUTIONS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- SEPTEMBER 22, 1999
The undersigned, a shareholder of IntraNet Solutions, Inc. (the "Company"), hereby appoints Robert F. Olson and Gregg A.
Waldon, and each of them as proxies, with full power of substitution, to vote on behalf of the undersigned the number of shares
which the undersigned is then entitled to vote, at the Annual Meeting of the Shareholders of IntraNet Solutions, Inc. to be held at
the Marriott Southwest Hotel, Minnetonka, Minnesota, on Wednesday, September 22, 1999, at 3:30 p.m., and any adjournments or
postponements thereof, upon matters set forth below, with all the powers which the undersigned would possess if personally present:
1. ELECTION OF [ ] FOR all nominees (except as marked [ ] WITHHOLD AUTHORITY
DIRECTORS: to the contrary below) to vote for all nominees listed below
ROBERT F. OLSON, GREGG A. WALDON, RONALD E. EIBENSTEINER, KENNETH H. HOLEC AND STEVEN C.
WALDRON
(INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------------------------------------
2. ADOPTION OF THE INTRANET SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN AND
RESERVATION OF 750,000 SHARES FOR ISSUANCE THEREUNDER.
YES [ ] NO [ ] ABSTAIN [ ]
3. APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
SHARES OF CAPITAL STOCK ISSUABLE BY THE COMPANY TO 50,000,000.
YES [ ] NO [ ] ABSTAIN [ ]
4. Upon such other business as may properly come before the meeting and any adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE
ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS,
THE PROPOSAL TO ADOPT THE INTRANET SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE
PLAN, AND THE AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION.
(Continued, and TO BE DATED AND SIGNED on the reverse side)
</TABLE>
<PAGE> 26
(continued from other side)
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and acknowledges receipt of the Notice and Proxy
Statement relating to the Annual Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. It will
be voted on the matters set forth on the reverse side of this form as
directed by the shareholder, but if no direction is made in the space
provided, it will be voted FOR the election of all nominees to the Board
of Directors, FOR the proposal to adopt the IntraNet Solutions, Inc.
Employee Stock Purchase Plan and the reservation for issuance thereunder
of 750,000 shares of the Company's common stock, and FOR the proposal to
amend the Company's Articles of Incorporation to increase the number of
shares of capital stock issuable by the Company from 25,000,000 to
50,000,000.
Dated , 1999
---------------------------
---------------------------
(SHAREHOLDER MUST SIGN
EXACTLY AS THE NAME APPEARS
AT LEFT. WHEN SIGNED AS A
CORPORATE OFFICER,
EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN, ETC.,
PLEASE GIVE FULL TITLE AS
SUCH. BOTH JOINT TENANTS
MUST SIGN.)
