<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:
/ / 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
- --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
CYCOMM INTERNATIONAL INC.
1420 SPRINGHILL ROAD, SUITE 420
MCLEAN, VA 22102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 20, 1996
To the Stockholders of CYCOMM INTERNATIONAL INC.
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Cycomm International Inc. (the "Company"), will be held at the
Company's offices at 1420 Springhill Road, Suite 420, McLean, Virginia on
Wednesday, November 20, 1996, at 10:00 a.m., local time, to consider and act
upon the following matters:
(1) election of three (3) members of the Board of Directors;
(2) approval of the selection of independent certified public
accountants for the 1997 fiscal year; and
(3) transaction of such other business as may properly be brought
before the meeting, or any adjournment thereof.
Stockholders of record at the close of business on October 11, 1996, are
entitled to notice of, and to vote at the meeting, and any adjournment thereof.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.
The By-laws of the Company require that owners of a majority of the
outstanding shares of Common Stock of the Company entitled to vote be
represented in person or by proxy at the Meeting in order to constitute a quorum
for the transaction of business. It is important that your shares be represented
at the Meeting in person or by proxy.
McLean, Virginia
October 11, 1996
By Order of the Board of Directors
Rick E. Mandrell
Corporate Secretary
<PAGE> 3
CYCOMM INTERNATIONAL INC.
1420 Springhill Road, Suite 420
McLean, Virginia 22102
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 1996
SOLICITATION, REVOCATION AND EXERCISE OF PROXIES
The accompanying proxy is solicited on behalf of the Board of Directors of
Cycomm International Inc. (the "Company") for use at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at the time, place and
for the purposes set forth in the foregoing notice. In addition to the original
solicitation by mail, proxies may be solicited by personal interview, telephone,
telefax and telegraph by officers, directors and other employees of the Company,
who will not receive additional compensation for such services. The Company may
also request brokerage houses, nominees, custodians and fiduciaries to forward
the soliciting material to the beneficial owners of stock held of record and
will reimburse such persons for forwarding such material. The Company will bear
the cost of this solicitation of proxies. Proxy solicitation will commence with
the mailing of this Proxy Statement on or about October 16, 1996.
Any stockholders giving a proxy has the power to revoke the same at any
time prior to its exercise by executing a subsequent proxy or by written notice
to the Secretary of the Company or by attending the meeting and withdrawing the
proxy. All written notices of revocation or other communications with respect to
revocation of proxies should be addressed to the Company's principal executive
offices as follows: Cycomm International Inc., 1420 Springhill Road, Suite 420,
McLean, Virginia 22102, Attn: Rick E. Mandrell, Corporate Secretary. Shares
represented by duly executed proxy received prior to the meeting will be voted
in accordance with the instructions indicated in the proxy.
VOTING RIGHTS
At the close business on October 11, 1996, the record date set for the
determination of the stockholders of the Company entitled to notice of and to
vote at the Meeting, the Company had outstanding and entitled to vote 7,462,461
shares ("Shares"), without par value per share. Each Share is entitled to one
vote as to each matter referred to in the accompanying Notice. The affirmative
vote of a majority of the votes cast at the Meeting is required for approval of
each such matter, except the election of Directors, who will be elected if they
receive a plurality of the votes cast.
No stockholder of the Company has any rights of appraisal or similar
dissenters rights under the laws of the state of Wyoming with respect to any of
the matters referred to in the Notice accompanying this Proxy Statement.
Cumulative voting for Directors is not authorized.
The Board of Directors of the company unanimously recommends that the
stockholders vote FOR the nominees for election to the Board of Directors and
each of the other matters referred to in the Notice accompanying this Proxy
Statement. Shares represented by the Proxy shall be voted in accordance with the
specifications made by a stockholder. If no specifications are made, unless
contrary instructions are indicated on the Proxy, it is the intention of the
persons named in the Proxy to vote the Shares represented by the Proxy as
follows:
FOR the election of the nominees to the Board of Directors;
FOR approval of the election of the Company's independent certified public
accountants for the succeeding fiscal year; and
In their best judgment on any other business properly to come before the
Meeting.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information as of August 30, 1996 with
respect to: the stock ownership of persons known to the Board of Directors to be
the beneficial owners of more than 5% of the Company's common stock (Table I);
and Shares of the Company's common stock beneficially owned by all Directors and
the nominees and by Directors and officers of the Company as a group (Table II):
TABLE I
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)(2)
- -------------------------------------------------------------- -------------------- ------------
<S> <C> <C>
XL Vision, Inc.,.............................................. 1,300,000(3) 16.5%
a Safeguard Scientifics
Partnership Company
10305 102nd Terrace
Sebastian, FL 32958
Peter Hickey.................................................. 450,000(4) 6.1%
50 Miller Avenue
Mill Valley, CA 94941
Corporate Relations Group..................................... 400,000(5) 5.4%
1801 Lee Road, Ste. 301
Winter Park, FL 32789
</TABLE>
- ---------------
(1) Pursuant to applicable rules of the Securities and Exchange Commission,
Shares which were not outstanding as of August 30, 1996, but which were
subject to issuance within 60 days of August 30, 1996, are deemed to be
outstanding for purposes of computing the percentage ownership.
(2) Beneficial owners have sole voting and investment powers with respect to
Shares actually held on August 30, 1996, except where indicated otherwise.
(3) Includes stock purchase warrants, which are currently exercisable, to
acquire an aggregate of 500,000 Shares and conversion rights on Series A
Preferred Stock, which are currently exercisable, to acquire an aggregate of
400,000 shares.
(4) Includes stock options, which are currently exercisable, to acquire an
aggregate of 350,000 shares and stock purchase warrants, which are currently
exercisable, to acquire an aggregate of 100,000 shares.
(5) Includes stock options, which are currently exercisable, to acquire an
aggregate of 400,000 shares.
2
<PAGE> 5
TABLE II
<TABLE>
<CAPTION>
PERCENT
NAME OF AMOUNT AND NATURE OF OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)(2)
- -------------------------------------------------------------- -------------------- ------------
<S> <C> <C>
Albert I. Hawk................................................ 250,000(3) 3.5%
Hubert Marleau................................................ 10,000(4) *
Rick E. Mandrell.............................................. 120,000(5) 1.7%
All officers and Directors as a group (3 persons)............. 380,000 5.2%
</TABLE>
- ---------------
* less than 1%
(1) Pursuant to applicable rules of the Securities and Exchange Commission,
Shares which were not outstanding as of August 30, 1996, but which were
subject to issuance within 60 days of therefrom are deemed to be outstanding
for purposes of computing the percentage ownership.
(2) Beneficial owners have sole voting and investment powers with respect to
Shares actually held on August 30, 1996, except where indicated otherwise.
(3) Includes stock options, which are currently exercisable, to acquire an
aggregate of 250,000 Shares.
(4) Includes stock options, which are currently exercisable, to acquire an
aggregate of 10,000 Shares.
(5) Includes stock options, which are currently exercisable, to acquire an
aggregate of 60,000 Shares and stock purchase warrants, which are currently
exercisable, to acquire an aggregate of 60,000 shares.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's Directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file by specific dates with the Securities and Exchange Commission (the
"SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, Directors and
greater than ten-percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. The Company is
required to report in this proxy statement any failure of its Directors and
executive officers to file by relevant due date any of these reports during the
preceding fiscal year.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended May 31, 1996, all Section
16(a) filing requirements applicable to the Company's officers, Directors and
greater than ten-percent beneficial owners were satisfied.
NOMINATION AND ELECTION OF DIRECTORS
(ITEM 1)
It is proposed to elect three directors at the meeting, all of whom are
currently directors, who will serve until the next Annual Meeting of
Stockholders or until his successor shall have been elected and qualified.
It is the intention of the parties named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees indicated below
unless the proxy is marked otherwise. Each nominee has agreed to serve as a
director if elected, and the Company has no reason to believe that any nominee
will be unable to serve. The persons named in the accompanying proxy may act
with discretionary authority to vote for a new management nominee should any
nominee named in the Proxy Statement become unavailable for election, although
management is unaware of any circumstances likely to render any nominee
unavailable for election. The election of directors will require the affirmative
vote of a majority of the shares of Common Stock present or represented by proxy
at the meeting and entitled to vote thereon.
3
<PAGE> 6
NOMINEES FOR DIRECTOR
Set forth below is certain information concerning the nominees for election
as directors of the Company at the Annual Meeting, including the business
experience of each during at least the past five years and the age of each
nominee at August 30, 1996.
ALBERT I. HAWK, 36, is the Chairman of the Board of Directors, President
and Chief Executive Officer of the Company since May 1996. From 1993 to May
1996, Mr. Hawk was Managing Director of Corstone Corporation, a private merchant
banking and professional services firm, specializing in telecommunications and
information technologies. Mr. Hawk has invested in and served as an executive
officer and director of numerous high growth companies. During the past five
years, Mr. Hawk served as a director and executive officer of Gulf USA
Corporation, Nycal Corporation and Sunlite, Inc.
HUBERT MARLEAU, 52, has served as a director since November 1993 and is a
founder and Chairman and CEO of Marleau Lemire Inc. Mr. Marleau serves on the
Boards of numerous public and private companies, including Socanav, Inc. which
is publicly quoted on NASDAQ.
RICK E. MANDRELL, 46, Secretary of the Company and President and Chief
Operating Officer of Cycomm Corporation, has been a director since October 1995.
Mr. Mandrell was President of Willman Capital Corporation from 1992 to 1995 and
President of Willman Group Inc., from 1990 to 1991. Mr. Mandrell has an
extensive operational background which included serving as a divisional manager
of DBA Systems Inc., a high growth information technology company.
BOARD COMMITTEES
The Company's Board of Directors has established an Audit Committee, which
committee's functions include reviewing internal controls and recommending to
the Board of Directors the engagement of the Company's independent certified
public accountants, reviewing with such accountants a plan and results of their
examination of the financial statements, and determining the independence of
such accountants. The Audit Committee is composed solely of directors who are
not officers or employees of the Company. Mr. Marleau is the current member of
the Audit Committee.
The Board of Directors has also established a Compensation Committee,
composed of Mr. Marleau, who is responsible for setting compensation policy for
all employees.
The Board of Directors has not established a Nominating Committee. The
functions typically associated with such committee are performed by the full
board.
During the Company's 1996 fiscal year (the year ended May 31, 1996), the
Board of Directors held four meetings in person or by telephone conference.
Members of the Board of Directors are provided with information between meetings
regarding the operations of the Company and are consulted on an informal basis
with respect to pending business. During the 1996 fiscal year, the Audit
Committee held one (1) formal meeting and the Compensation Committee held one
(1) formal meeting. Each of the incumbent directors attended no fewer than 75%
of the aggregate of (i) the total number of meetings of the Board of Directors
held during the 1996 fiscal year (for the period during which he was a director)
and (ii) the total number of meetings held by any committee of the Board of
Directors on which he served (during the periods that he served).
4
<PAGE> 7
EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The following table sets forth for the fiscal year ended May 31, 1996, the
compensation paid by the Company to all persons serving as Chief Executive
Officer, and each of its executive officers whose compensation exceeded $100,000
for fiscal 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------------- -----------------------
NAME AND PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
--------------------- ---- -------- ------- ------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Albert I. Hawk......................... 1996 $ 7,750 -- -- 250,000 --
President and Chief
Executive Officer
Peter Hickey........................... 1996 $172,500 -- $ 125,000(1) 200,000 --
Former President,
Chief Executive Officer and
Director
Rick E. Mandrell....................... 1996 $125,000 $25,000 -- -- --
President and Chief
Operating Officer,
Cycomm Corporation
</TABLE>
- ---------------
(1) Represents severance payment made on May 15, 1996. The balance of $125,000
is due on May 14, 1997.
The Company presently has not granted any stock appreciation rights, has no
long-term incentive programs, and has no defined benefit or actuarial plan.
STOCK OPTIONS
The Company from time to time grants stock options to certain officers,
directors, employees and others whose services and support the Company wishes to
reward. These options are granted outside of and are not a part of the Option
Plan.
The following table sets forth information with respect to options granted
to officers during the fiscal year ended May 31, 1996 and outstanding as of that
date:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
PERCENT OF OF STOCK PRICE
TOTAL OPTIONS MARKET APPRECIATION
GRANTED TO EXERCISE VALUE ON FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION GRANT DATE -------------------------
NAME GRANTED(1) FISCAL YEAR(2) ($/SHARE) DATE ($/SHARE) 0% 5% 10%
- -------------------- ---------- --------------- --------- ---------- ---------- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Albert I. Hawk...... 250,000 54% $3.25 4/23/01 $ 3.25 -- $40,625 $81,250
Peter Hickey........ 200,000 43% $4.00 5/16/99 $ 3.25 -- -- --
</TABLE>
- ---------------
(1) These options are granted outside of and are not part of the Option Plan.
The shares issued upon the exercise of the options are restricted and may
not be sold unless registered or are exempt from registration therefrom.
(2) The Company granted options totaling 460,000 shares to employees in the
fiscal year ended May 31, 1996.
5
<PAGE> 8
The following table sets forth information with respect to options
exercised by officers in fiscal 1996 and the value of such officers' unexercised
options at May 31, 1996.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES OPTIONS/SARS AT THE-MONEY OPTIONS/SARS
ACQUIRED FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Albert I. Hawk............. -- -- 250,000 -- $ 953,125 --
Rick E. Mandrell........... -- -- 120,000 -- -- --
Hubert Marleau............. -- -- 10,000 -- $ 30,125 --
</TABLE>
COMPENSATION OF DIRECTORS
The Company currently provides for Director's fees to non-management
directors of $1,500 per meeting. Gregory Moore and Donald Sessamen each received
Director's fees of $4,500 during fiscal 1996 and Hubert Marleau received
Directors fees of $3,000 during fiscal 1996.
A former Director of the Company received options to purchase 20,000 shares
of the Company's common stock during fiscal 1996.
EMPLOYMENT CONTRACTS
The Company has entered into a written employment agreement with Albert I.
Hawk for a term of two years beginning May 15, 1996. This contract provides for
a minimum annual salary of $180,000, an automobile allowance and options set
forth in the Stock Option Agreement dated April 23, 1996 and described in the
Executive Summary Compensation Table. This agreement, as defined, may be
terminated by either party upon three months' notice. In the event that Mr.
Hawk's employment is terminated for any reason other than for willful
misconduct, Mr. Hawk shall receive a lump sum payment equal to twelve (12)
months salary and benefits as defined.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Management, consulting and director's fees paid to officers, directors and
former directors of the Company were $527,323 and $491,498 during the fiscal
years ended May 31, 1996 and 1995, respectively.
Pursuant to the terms of the acquisition of XL Computing Corporation
("XLCC") in March 1996, XLCC leases a manufacturing facility from an affiliate
of XL Vision, Inc., the seller who is a current stockholder of the Company.
Additionally, XLCC and XL Vision, Inc. provide certain administrative and
manufacturing services to each other with services charged on a reasonable
basis. During the year ended May 31, 1996, XLCC incurred $302,244 of rental
expense and administrative services due to XL Vision, Inc. XL Vision, Inc.
incurred $111,532 of rental expenses and administrative services due to XLCC.
The balance due to XL Vision, Inc. is $60,129 at May 31, 1996.
The Company retains the consulting services of an entity which is an
affiliate of the current President and Chief Executive Officer. These consulting
services include financial, legal and administrative services. The consulting
services have been provided to the Company during the years ended May 31, 1996
and 1995 both prior to and after the appointment of the current President and
Chief Executive Officer on May 15, 1996. Consulting fees paid the this entity
were $329,000 and $132,500 during the years ended May 31, 1996 and 1995,
respectively. Additionally, a finder's fee of $150,000 was paid to the
consulting firm in conjunction with the acquisition of XLCC.
6
<PAGE> 9
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 2)
Ernst & Young, the Company's independent public accountants, have audited
the Company's consolidated financial statements for the year May 31, 1996 and
have been nominated to audit the Company's consolidated financial statements for
the year ended May 31, 1997. Ernst & Young have served as the Company's
independent public accountants since 1986.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting on November 20, 1996, with the opportunity to make a statement if they
wish to do so. Such representatives are also expected to be available to respond
to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other business to be presented for
consideration at the Meeting. If any other business properly comes before the
Meeting or any adjournment or adjournments thereof, the proxyholders will vote
according to their best judgment insofar as each Proxy is not limited to the
contrary.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be included in the proxy statement and form of
proxy relating to the next Annual Meeting of Stockholders must be received by
the close of business on August 1, 1997, and must comply in all other respects
with the rules and regulations of the Securities and Exchange Commission, a copy
of which accompanies this Proxy Statement. Proposals should be addressed to the
Secretary, Cycomm International Inc., 1420 Springhill Road, Suite 420, McLean,
Virginia 22102.
EXPENSES OF SOLICITATION
The expense of preparing, printing and mailing this Proxy Statement and the
Proxy will be borne by the Company. In addition to use of the mails, Proxies may
be solicited by Directors and officers of the Company, at no additional
compensation, in person or by telephone or telegram. The Company will also
reimburse brokerage houses and other custodians, nominees and fiduciaries for
their expenses, in accordance with Securities and Exchange Commission
regulations, in sending this Proxy Statement, the Proxy and the 1996 Annual
Report to the beneficial owners of its shares.
INFORMATION ABOUT THE COMPANY
Further information regarding the Company is contained in the Company's
Annual Report for the fiscal year ended May 31, 1996, a copy of which
accompanies this Proxy Statement, and which is not part of the proxy soliciting
material.
The Company will furnish without charge additional copies of its Annual
Report on Form 10-KSB for the fiscal year ended May 31, 1996 upon written
request to the Secretary, Cycomm International Inc., 1420 Springhill Road, Suite
420, McLean, Virginia 22102.
CYCOMM INTERNATIONAL INC.
McLean, Virginia
October 11, 1996
7
<PAGE> 10
CYCOMM INTERNATIONAL INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- NOVEMBER 20, 1996
The undersigned hereby appoint(s) ALBERT I. HAWK and/or RICK MANDRELL and
any one or more of them, with full power of substitution, to represent the
undersigned and to vote all shares of the undersigned at the Annual Meeting of
Stockholders of Cycomm International Inc., to be held at 1420 Springhill Road,
Suite 420, McLean, Virginia on November 20, 1996 at 10:00 a.m. (local time) and
any adjournment thereof:
1. Election of Albert I. Hawk, Rick Mandrell and Hubert Marleau as
directors for one-year term expiring in 1997.
/ / FOR / / WITHHOLD AUTHORITY
To withhold authority to vote for
the nominee, write the nominee's
name in the space below:
-----------------------------------
2. Approval of selection of independent certified public accountants for
the 1997 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
3. Any other business which may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE PROXY WILL BE VOTED "FOR" 1 AND 2.
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD'S RECOMMENDATIONS, IT IS NOT
NECESSARY TO MARK ANY BOXES; MERELY SIGN AND DATE ON THE LINES BELOW.
Dated ,1996
---------------
---------------------------------------
(SIGNATURE)
---------------------------------------
(SIGNATURE)
PLEASE SIGN AS YOUR NAME APPEARS
HEREON. IF SHARES ARE HELD JOINTLY, ALL
HOLDERS MUST SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN, ETC., PLEASE GIVE
TITLE AS SUCH.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 11
CYCOMM INTERNATIONAL INC.
1420 Springhill Road
Suite 420
McLean, Virginia 22102
Telephone: (703) 903-9548
(the "Company")
RETURN CARD
Dear Stockholder:
If you wish to have your name put on the Supplemental Mailing List of the
Company, such that you shall be mailed copies of the Company's interim financial
statements in respect of the present fiscal year, then complete this form and
return it to the Company, whose address is 1420 Springhill Road, Suite 420,
McLean, Virginia 22102, Attn: Investor Relations.
<TABLE>
<S> <C>
Name: (Please Print) ------------------------------------------------------------------------------
Address: ------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Number and Class
of Voting
Securities Held: ------------------------------------------------------------------------------
Signature: ------------------------------------------------------------------------------
</TABLE>
