<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 [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.
CAPRI CORP.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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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(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> 2
CAPRI CORP.
2651 WARRENVILLE ROAD, SUITE 560
DOWNERS GROVE, ILLINOIS 60515
-----------------------------------------
NOTICE OF
REGULAR MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 17, 2000
-----------------------------------------
NOTICE IS HEREBY GIVEN that a regular meeting of shareholders of Capri Corp., a
Minnesota corporation, will be held at 2651 Warrenville Road, Downers Grove,
Illinois, on Friday, November 17, 2000 at 9:00 a.m., Downers Grove time, for the
following purposes:
1. to elect five directors; and
2. to transact such other business as may properly come before the meeting.
By order of the Board of Directors,
/s/ P. Balasubramanian
P. Balasubramanian
Secretary
Downers Grove, Illinois
October 9, 2000
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CAPRI CORP.
2651 WARRENVILLE ROAD, SUITE 560
DOWNERS GROVE, ILLINOIS 60515
-----------------------------------------
PROXY STATEMENT
REGULAR MEETING OF SHAREHOLDERS
NOVEMBER 17, 2000
-----------------------------------------
This proxy statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Capri Corp., a Minnesota corporation (the
"Company"), for use at the regular meeting of shareholders to be held on
November 17, 2000 and at any adjournment thereof. Only shareholders of record at
the close of business on September 28, 2000 will be entitled to notice of and to
vote at the meeting. The Company had 12,908,091 shares of common stock ("Common
Stock") outstanding as of the close of business on such date. There are no other
voting securities. This proxy statement and form of proxy are first being sent
to shareholders on or about October 9, 2000. Each shareholder is entitled to one
vote per share for the election of directors, as well as on other matters. If
the accompanying proxy form is signed and returned, the shares represented
thereby will be voted. Such shares will be voted in accordance with the
directions on the proxy form or, in the absence of direction as to any proposal,
they will be voted for such proposal on the proxy form; and it is intended that
they will be voted for the nominees named herein, except to the extent authority
to vote is withheld. A shareholder may revoke a proxy at any time prior to the
voting thereof by giving written notice of such revocation to the Secretary of
the Company, by executing and duly delivering a subsequent proxy or by attending
the meeting and voting in person.
In case the nominees named herein for election as directors are not available
when the election occurs, proxies in the accompanying form may be voted for a
substitute. The Company expects the nominees to be available and knows of no
matters to be brought before the meeting other than those referred to in the
accompanying notice of regular meeting. If, however, any other matters properly
come before the meeting, it is intended that proxies in the accompanying form
will be voted thereon in accordance with the judgment of the persons voting such
proxies.
The presence at the regular meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute a
quorum. Abstentions will be treated as shares that are present and entitled to
vote for purposes of determining the presence of a quorum but as unvoted for
purposes of determining the approval of any matter submitted to the shareholders
for a vote from which such shareholder abstained. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular
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matter, then although counted for purposes of determining the
presence of a quorum, such shares will not be considered as present and entitled
to vote with respect to that matter. The favorable vote of the holders of a
majority of the shares of Common Stock represented at the meeting will be
required to elect the directors to be elected.
In addition to the use of the mails, proxies may be solicited by directors,
officers, or regular employees of the Company in person, by facsimile, by
telephone or by other means. The cost of the proxy solicitation will be paid by
the Company.
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PRINCIPAL SHAREHOLDERS
The following table sets forth information as to the record ownership
of the Company's Common Stock as of July 31, 2000 by (i) each of the three
highest paid persons who are officers or directors of the Company (the "Named
Parties"), (ii) the officers and directors of the Company as a group and (iii)
each person who owns more than 10% or more of the Common Stock.
<TABLE>
<CAPTION>
NAME OF OWNER(1) AMOUNT OWNED PERCENT OF CLASS
---------------- ------------ ----------------
<S> <C> <C>
Mehul J. Dave 4,845,000 37.53
P. Balasubramanian 1,525,000 11.81
David L. Harris 75,000 0.58
All Officers and
Directors as a Group (6) 6,940,000 53.76
</TABLE>
(1) The address of Messrs. Dave, Balasubramanian and Harris is c/o
Capri Corp., 2651 Warrenville Road, Suite 560, Downers Grove, IL
60515.
(b) The following table sets forth information as to options, warrants
and other rights to purchase Common Stock held by the Named Parties:
<TABLE>
<CAPTION>
AMOUNT OF COMMON
STOCK SUBJECT TO OPTIONS EXERCISE PRICE
NAME OF OWNER WARRANTS OR RIGHTS PER SHARE
------------- ------------------------ --------------
<S> <C> <C>
Mehul J. Dave -- --
P. Balasubramanian -- --
David L. Harris 225,000(1) $0.60
</TABLE>
(1) None currently exercisable. Vests in three equal annual
installments.
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BOARD OF DIRECTORS
MEMBERS AND NOMINEES FOR ELECTION
The Board of Directors of the Company consists of five members. The term of
office of each director expires at each regular meeting of shareholders or when
his successor has been duly elected and qualified. Therefore, the term of each
director will expire at this regular meeting of shareholders. Each director has
been nominated for election at the regular meeting of shareholders for a term
expiring at the next regular meeting of shareholders or when his successor has
been duly elected and qualified. The following presents certain information with
respect to the directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME POSITION AGE
---- -------- ---
<S> <C> <C>
Mehul J. Dave President and Chairman of the Board of Directors 44
P. Balasubramanian Executive Vice President, Secretary, Treasurer and 44
Director
Robert W. Heller Director 54
Thomas Mueller Director 59
Jason W. Levin Director 42
David L. Harris Vice President (Cimnet) 58
</TABLE>
MEHUL J. DAVE, Director, Chairman of the Board and President of the
Company, from 1992 to present and President and Chief Executive Officer of
Cimnet Systems, Inc., a wholly-owned subsidiary of the Company ("Cimnet") from
1988 to present. Director, Chairman of the Board and President of
InterConexus.com, Inc., a Delaware corporation ("InterConexus.com") from March
2000 to present. Mr. Dave holds a Masters Degree in Environmental Systems from
Governors State University, a Bachelors Degree in Mechanical Engineering from
Illinois Institute of Technology, and has completed coursework towards a Ph.D.
in Space Physics at the University of Michigan. Mr. Dave is responsible for the
overall operation of the Company including product development, marketing and
sales, financing and accounting and administration.
P. BALASUBRAMANIAN, Director, Executive Vice President, Secretary and
Treasurer of Company, from 1992 to present; Vice President of Software
Engineering of Cimnet, from 1988 to present. Director, Vice President, Secretary
and Treasurer of InterConexus.com from March 2000 to present. Mr.
Balasubramanian holds a Masters Degree in Computer Science from Illinois
Institute of Technology and a Bachelors Degree in Mechanical Engineering from
Annamalai University. Mr. Balasubramanian is responsible for the development
staff of software engineers of Cimnet.
ROBERT W. HELLER, Director of the Company, September, 1996 to present.
Director of InterConexus.com from March 2000 to present. Mr. Heller is currently
an independent consultant. From 1998 to 1999, Mr. Heller was Vice President of
Operations at Fieldworks, Inc.
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From 1996 to 1997, Mr. Heller was Chief Executive Officer of MiTech R&D Inc.,
and was Chief Executive Officer of Advance Circuits Inc. from 1994 to 1995. Mr.
Heller holds a Masters Degree in Industrial Engineering from North Dakota State
University and a Bachelors Degree in Industrial Administration from Purdue
University.
THOMAS MUELLER, Director of the Company, 1997 to present. Director of
InterConexus.com from March 2000 to present. Mr. Mueller has been Vice President
of Finance since 1995 of Help/Systems, a manufacturer of operations automation
software for the IBM AS/400 computer. Mr. Mueller is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants and Minnesota Society of Certified Public Accountants. Mr. Mueller
holds a Bachelors Degree in Accounting from the University of Minnesota.
JASON W. LEVIN, Director of the Company, 1997 to present. Director of
InterConexus.com from March 2000 to present. Mr. Levin has been a partner in the
law firm of Piper Marbury Rudnick & Wolfe, counsel to the Company, from 1998 to
present and a partner in the law firm of Fagel & Haber, from 1989 to 1998. Mr.
Levin is a director of Strube Celery and Vegetable Company, a corporation
engaged in the wholesale distribution of fresh fruits and vegetables in the
Midwestern United States, and a member of the Board of Managers of the Logan
Square Club of the Boys and Girls Club of Chicago. Mr. Levin holds a Bachelor of
Science Degree in Finance and a Juris Doctor degree from Indiana University.
DAVID L. HARRIS, Vice President-Marketing, Sales and Services of
Cimnet. Director of InterConexus.com from May 2000 to present. Mr. Harris has
been employed by the Company since 1998. From 1997 to 1998, Mr. Harris was a
principal and owner of DLH & Associates, a consulting firm to the semiconductor,
PWB and capital equipment industries. From 1995 to 1997, Mr. Harris was Vice
President- Sales, Marketing and Services of Semitool, Inc, a seller of capital
equipment to the semiconductor industry, and from 1983 to 1995, Mr. Harris was a
General Manager in WR Grace's photopolymer systems business. Mr. Harris holds a
Bachelor's Degree in Marketing and Economics from the University of Maryland and
a Certificate in Business Management from MIT's Greater Boston Executive
Program.
Each of the Company's directors were elected to serve as directors at the
Company's regular meeting of shareholders held on May 6, 1999. No director has
resigned since May 6, 1999 and no director has declined to stand for re-election
at the regular meeting. Each of the Company's executive officers were elected on
May 6, 1999, and each will hold office until the next annual board of directors
meeting. Except for Messrs. Dave, Balasubramanian, and Harris, who are subject
to contracts of employment with the Company, there are no arrangements with any
director or officer regarding any election or appointment to any office of the
Company.
There are no family relationships between any director or executive officer of
the Company. No director, executive officer or significant employee of the
Company, during the prior five years, (i) has filed a petition under the
Bankruptcy Act or any State insolvency law or has had the same filed against
him, or has had a receiver, fiscal agent or similar officer appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing, or any
corporation or business association of
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which he was an executive officer at or within two years before the time of such
filing; or (ii) has been convicted in a criminal proceeding.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held meetings or acted by consent five
times during fiscal 2000. The Company has standing audit and compensation
committees.
COMPENSATION COMMITTEE. The Compensation Committee, which consists of Messrs.
Heller, Levin and Mueller, establishes general guidelines regarding the
compensation of the officers and executives of the company, determines the
compensation of the Named Parties and makes recommendations to the directors
with respect to the Company's compensation policies. The Compensation Committee
was established on May 18, 2000 and took no action during fiscal 2000.
AUDIT COMMITTEE. The Audit Committee, which consists of Messrs. Heller, Levin
and Mueller, makes recommendations concerning the engagement of independent
public accountants, reviews with the independent public accountants the plans
and results of the audit engagement, approves professional services provided by
the independent public accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees, reviews any
recommendations made by the Company's auditors regarding the Company's
accounting methods and the adequacy of its system of internal control and
reviews any related party transactions. Each member of the Audit Committee
except Mr. Levin is an "independent" director of the Company, as defined in Rule
4200(a)(15) of the National Association of Securities Dealers' ("NASD") listing
standards. The Board of Directors of the Company has not adopted a written
charter for the Audit Committee. The Audit Committee was established on May 18,
2000 and took no action during fiscal 2000.
REPORT OF AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the Company's audited financial
statements for its year ended June 30, 2000 with the management of the Company
and the Company's independent auditors, Klesman, Halper & Co., P.C. ("Klesman
Halper"). The Audit Committee has discussed with management and Klesman Halper
any significant changes to the Company's accounting principles, the degree of
aggressiveness or conservatism of the accounting principles and underlying
estimates used in the preparation of the Company's financial statements, and any
items required to be communicated by the outside auditors in accordance with
Statement of Auditing Standards ("SAS") No. 61. The Audit Committee has reviewed
and confirmed the independence of Klesman Halper as outside auditors by
requiring that Klesman Halper report (but not submit a formal written statement)
to the Audit Committee all relationships between Klesman Halper and the Company,
and has engaged in a dialogue with Klesman Halper with respect to any disclosed
relationships or services that may impact Klesman Halper's objectivity and
independence. Based in part on the foregoing, the Audit Committee recommended to
the Board of Directors of the Company that the financial statements as of and
for the year ended June 30, 2000, audited by Klesman Halper, be included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000.
Robert W. Heller
Jason W. Levin
Thomas Mueller
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EXECUTIVE COMPENSATION
The following table sets forth (i) the aggregate remuneration of each of the
Named Parties and (ii) the aggregate remuneration of all officers and directors
of the Company as a group.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL OR CAPACITIES IN WHICH AGGREGATE
IDENTITY OF GROUP REMUNERATION WAS RECEIVED REMUNERATION
--------------------- ------------------------- ------------
<S> <C> <C>
Mehul J. Dave President $253,766
P. Balasubramanian Secretary/Treasurer $187,851
David L. Harris Vice President (Cimnet) $126,215
All Officers and Directors
as a Group $589,524
</TABLE>
The above table includes all cash remuneration and is presented on an accrual
basis. The Company also pays certain automobile expenses and life insurance
premiums for Messrs. Dave and Balasubramanian. Each of Messrs. Dave,
Balasubramanian and Harris has an employment agreement with the Company which
provides for a variable annual salary and bonus. All outside directors, except
Mr. Levin, receive $1,000 for each regular Board of Directors meeting attended
and $400 for each special Board of Directors meeting attended. Mr. Heller also
received payments totaling approximately $8000 from the Company for consulting
services provided to InterConexus.com. The Company will bill InterConexus.com
for this amount pursuant to the arrangements described herein under the caption
"Certain Transactions."
CERTAIN TRANSACTIONS
Jason W. Levin, a director of the Company, is a partner in the law firm of Piper
Marbury Rudnick & Wolfe, counsel to the Company. With the exception of Mr.
Levin's indirect interest and the transactions described below relating to the
Spin-Off (as defined below) and InterConexus.com, during the last two years, the
Company has not engaged in any material transaction, and there is no presently
proposed transaction, in which any director, officer or principal security
holder of the Company, any nominee for election as a director of the Company,
any director or officer of any subsidiary of the Company, or any relative or
spouse of any of the foregoing, had or is anticipated to have a direct or
indirect material interest.
The Company distributed all of the shares of InterConexus.com to the
shareholders of the Company in a taxable distribution effective June 1, 2000
(the "Spin-Off"). The directors and executive officers of the Company also serve
as directors and executive officers of InterConexus.com, as described under
"Board of Directors." In addition, for the purpose of
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governing certain ongoing relationships between the Company and InterConexus.com
following the Spin-Off, Cimnet and InterConexus.com have entered into various
agreements and adopted certain policies with respect to the following:
SERVICES AGREEMENT. InterConexus.com and Cimnet have entered into a Services
Agreement whereby Cimnet provides certain services to InterConexus.com on an
as-needed basis. The fees for such services will be based on a rate designed to
reflect Cimnet's cost of providing such services, including reimbursement of
certain direct out-of-pocket expenses. InterConexus.com is free to procure such
services from outside vendors or to develop an in-house capability in order to
provide such services internally. The services to be provided to
InterConexus.com by Cimnet pursuant to such agreement include employees,
including key executives, accounting services, computer services, insurance
coverage, payroll processing services and management of employee benefits
programs, or any other similar services that InterConexus.com may require.
OFFICE SPACE. InterConexus.com currently shares office space with Cimnet. Cimnet
allocates to InterConexus.com its pro rata share of rent, common area
maintenance charges and other costs and expenses under Cimnet's lease for its
office space based upon the square footage of the shared office space occupied
by InterConexus.com.
SOFTWARE LICENSE. InterConexus.com and Cimnet may enter into a license agreement
pursuant to which Cimnet will grant a license to InterConexus.com for certain
components of Paradigm(R), Cimnet's software application. It iS expected that
the fees payable by InterConexus.com pursuant to this license agreement will be
at least the same fees generally required under Cimnet's typical software
license with unrelated third-party customers for the same software.
LOANS. InterConexus.com may borrow funds from Cimnet from time to time in order
to fund its operations.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each executive officer and director of the Company failed to file on a timely
basis an Initial Statement of Beneficial Ownership of Securities on Form 3
required to be filed on the effective date of the registration of the Company
Common Stock pursuant to the Securities Exchange Act of 1934, as amended.
Messrs. Dave, Balasubramanian, Mueller and Harris, each an executive officer
and/or a director of the Company, each failed to file a Statement of Changes in
Beneficial Ownership on Form 4 for May 2000 in connection with an exercise of
stock options, which transactions were subsequently properly reported in each
such person's Annual Statement of Beneficial Ownership of Securities on Form 5.
AUDITORS
Representatives of Klesman Halper, the Company's auditors, are expected to be
present at the regular meeting and will be available to respond to questions and
may make a statement if they so desire.
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SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the next regular meeting
of shareholders of the Company must be received by the Company by May 25, 2001
in order to be eligible for inclusion in the proxy statement and proxy form
relating to such meeting.
IMPORTANT
All shareholders are cordially invited to attend the regular meeting in person.
If you cannot be present at the meeting, please sign and date the enclosed Proxy
and mail it PROMPTLY in the enclosed self-addressed envelope. No postage need be
affixed if mailed in the United States.
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PROXY
CAPRI CORP.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE
REGULAR MEETING OF SHAREHOLDERS ON NOVEMBER 17, 2000
The undersigned hereby appoints Mehul J. Dave' and P. Balasubramanian,
and each of them, as proxies, with full power of substitution, to vote all
common shares of Capri Corp. held by the undersigned as of September 28, 2000 at
the Regular Meeting of Shareholders to be held at 2651 Warrenville Road, Downers
Grove, Illinois, on November 17, 2000 at 9:00 a.m., Downers Grove time, and at
any adjournment thereof, upon all subjects that may properly come before the
meeting, with all the powers the undersigned would have if present, subject to
any directions indicated on the reverse side of this card. IF NO DIRECTIONS ARE
GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON THE
REVERSE SIDE, AND AT THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND MAIL
PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU DO NOT SIGN AND RETURN A PROXY, OR
ATTEND THE MEETING AND VOTE BY BALLOT, YOUR SHARES CAN NOT BE VOTED.
<PAGE> 13
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN.
1. For the election of MEHUL J. DAVE', P. BALASUBRAMANIAN, ROBERT W.
HELLER, JASON W. LEVIN and THOMAS MUELLER as directors, to hold
office until the next Regular Meeting of Shareholders or until
their successors are duly elected and qualified.
TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, LINE THROUGH OR
OTHERWISE STRIKE OUT THE NAME OF THE NOMINEE.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the
meeting.
Signatures:
----------------------------
----------------------------
Dated: , 2000
----------------------
Please sign exactly as name appears above. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee, guardian, or corporate
officer, please give full title or capacity as such.
