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
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
UNIDYN, CORP.
--------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(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>
UniDyn
CORP Symbol: UNDY
May 18, 2000
Dear Stockholder:
On behalf of the Board of Directors (the "Board"), I cordially invite
you to the annual meeting of the stockholders (the "Annual Meeting") of Unidyn,
Corp. (the "Company") which will be held on June 6, 2000 at 10:00 a.m., local
time, at the Sheraton Inn, 1600 South 52nd Street, Tempe, Arizona (the "Annual
Meeting.) I hope that you will be able to attend. Following the formal business
of the Annual Meeting, management will be available to respond to your questions
concerning the Company including your questions concerning matters addressed in
the enclosed 1999 Annual Report.
The Board of Directors has set May 1, 2000 as the record date for
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments or postponements thereof. At the Annual Meeting,
each holder of record as of that date will be entitled to one vote on each
matter properly brought before the Annual Meeting.
At the Annual Meeting, stockholders will be asked to consider and vote
upon the election of Ira Gentry, Donald Leaver, William T. Leonard and John
Provazek as the directors of the Company for the following year, the approval of
the UniDyn 2000 Incentive Plan ("the "2000 Plan"), and such other business as
may properly come before the Annual Meting and any adjournments or postponements
thereof.
The Board of Directors is recommending the election of four directors.
The qualifications of the nominees for directors of the Company are discussed in
the enclosed Proxy Statement. The Proxy Statement also contains details of the
2000 Plan which was adopted by the Board of Directors to attract and retain
people for key positions within the Company, and to encourage officers,
directors and advisers of the Company and its subsidiaries to acquire or retain
an appropriate stake in the Company's future.
After careful consideration and consultation with its legal and
financial advisors, the Board of Directors recommends that you vote "FOR" the
election of the directors nominated by the Board, and "FOR" the approval of the
2000 Plan.
Whether or not you plan to attend the Annual Meeting and regardless of
the number of shares of stock you own, please complete, date and sign the
enclosed proxy card and return it promptly in the accompanying envelope, which
requires no postage if mailed in the United States. Of course, if you attend the
Annual Meeting, you may vote in person, even if you have previously returned
your proxy card.
Sincerely,
Ira Gentry
Chairman of the Board
1216 South 1580 West * Suite A * Orem, UT 84058
Tel 801/434-7250 * Fax 801/434-7253
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that Unidyn, Corp. (the "Company") will hold its
Annual Meeting of Stockholders on June 6, 2000 at 10:00 a.m., local time at the
Sheraton Inn located at 1600 South 52nd Street, Tempe, Arizona. The Annual
Meeting is being held for the following purposes:
Proposal 1: To elect Ira Gentry, Donald Leaver, William T. Leonard and
John Provazek as the directors of the Company for the next
year;
Proposal 2 To consider and vote on the approval o the UniDyn 2000
Incentive Plan (the "2000 Plan"), a copy of which is attached
hereto as Exhibit 1; and
To consider and vote on such other matters as may properly be presented
at the Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed May 1, 2000 as the record date for the
determination of the stockholders entitled to notice of, and to vote at, the
Annual Meeting or any adjournment or postponement thereof.
Your attention is directed to the accompanying Proxy Statement which
summarize each of the proposals. In the event there are not sufficient shares to
be voted in favor of any of the proposals at the time of the Annual Meeting, the
Annual Meeting maybe adjourned in order to permit further solicitation of
proxies.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOITE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY
CARD.
Dated: May 18, 2000
BY ORDER OF THE BOARD OF DIRECTORS
Ira Gentry
Chairman of the Board
<PAGE>
UNIDYN, CORP.
1216 South 1580 West, Suite A
Orem, Utah 84058
(801) 434-7250
or
(602) 426-8634
---------------------------------------------
PROXY STATEMENT
----------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
To be Held on Tuesday, June 6, 2000
This Notice of Annual Meeting, Proxy Statement and Proxy Card are first
being mailed to stockholders of the Company on or about May 18, 2000 in
connection with the solicitation of proxies for the Annual Meeting.
The enclosed materials have been prepared to provide each stockholder
with information concerning the matters to be considered at the Annual Meeting.
Please read these materials carefully before you vote on the enclosed proxy or
at the Annual Meeting.
The Board of Directors has fixed the close of business on May 1, 2000
(the "Record Date") for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting. Only holders of record of the Company's
Common Stock, par value $.001, on the Record Date will be entitled to notice of,
and to vote at, the Annual Meeting. Currently the Company is authorized to issue
100,000,000 shares of Common Stock. On the Record Date, there were 35,102,500
common share outstanding. The holders of Common Stock are entitled to one (1)
vote for each share held.
Quorum and Voting
The presence, in person or by proxy, of a majority of the total number
of outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. A
quorum being present, the affirmative vote of a majority of the votes cast is
necessary to elect a nominee as a director of the Company and to approve the
UniDyn 2000 Incentive Plan (the "2000 Plan").
Please indicate your choices by marking the appropriate spaces on the
enclosed Proxy Card, then signing, dating and returning it in the accompanying
envelope. Common Stock represented by properly executed proxies received by the
Company and not revoked will be voted at the Annual Meeting in accordance with
the instructions contained therein. If no directions are given and the signed
Proxy Card is returned, the proxy holder will vote your shares "FOR" the
election of the four
1
<PAGE>
nominees of the Board of Directors as directors of the Company and "FOR" the
approval of the 2000 Plan.
In situations where a broker is prohibited from exercising
discretionary authority for a beneficial owner who has not returned his or her
Proxy Card to the broker (so-called "broker non- votes"), the affected shares
will be counted for purposes of determining whether a quorum is present for the
transaction of business but will not be included in the vote totals. Therefore,
a failure by a stockholder to return the Proxy Card will, in effect, be treated
as a non-vote on Proposals 1 and 2 as shares cannot be counted as a "FOR" vote
if the proxy is not returned.
A STOCKHOLDER HAS THE RIGHT TO APPOINT A PERSON OTHER THAN THE PERSONS
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY (WHO NEED NOT BE A STOCKHOLDER) TO
ATTEND THE ANNUAL MEETING AND ACT ON HIS OR HER BEHALF AT THE ANNUAL MEETING. TO
EXERCISE THIS RIGHT, THE STOCKHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON
IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAMES OR MAY
SUBMIT ANOTHER PROXY.
THE SHARES REPRESENTED BY PROXIES IN FAVOR OF MANAGEMENT WILL BE VOTED
ON ANY BALLOT (SUBJECT TO ANY RESTRICTIONS THEY MAY CONTAIN) IN FAVOR OF THE
MATTERS DESCRIBED IN THE PROXY.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" PROPOSAL 1 TO ELECT ALL
NOMINEES AS DIRECTORS OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS AND "FOR" PROPOSAL 2 TO APPROVE THE 2000 PLAN.
Revocability of Proxies
Any stockholder giving a proxy has the power to revoke it at any time
before the proxy is voted. In addition to revocation in any other manner
permitted by law, a proxy may be revoked by instrument in writing executed by
the stockholder or by his attorney authorized in writing, or, if the stockholder
is a corporation, under its corporate seal or by an officer or attorney thereof
duly authorized, and deposited at the offices of the Company located at 3640
East Roeser Road, Phoenix, Arizona 85040, at any time up to and including the
last business day preceding the day of the meeting, or any adjournment thereof,
or with the chairman of the meeting on the day of the meeting. Attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy.
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR MARKED PROXY
PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO
ATTEND THE ANNUAL MEETING IN PERSON.
2
<PAGE>
PROPOSAL 1. NOMINATION AND ELECTION OF DIRECTORS
Number of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NAMED NOMINEE
The affirmative vote of a majority of the votes cast is necessary to
elect a nominee as a director of the Company. The Bylaws of the Company
currently provide for a maximum of nine and a minimum of three directors, with
the number of directors to be set from time to time by a resolution of the Board
of Directors. The Company currently has three directors: Ira Gentry, John
Provazek and Donald Leaver and is recommending to the stockholders that William
T. Leonard be elected as the fourth director. At the Annual Meeting, each of the
directors will be elected for a term of one year and will serve until the next
annual meeting of the Company and until the director's successor is duly elected
and qualified, unless the director shall sooner resign. Under the Bylaws, the
Board of Directors may designate directors to fill unexpired terms of other
directors and may increase the size of the Board of Directors in its discretion.
Currently, the Board of Directors has no plan to modify its size but may do so
to respond to the growth of the Company and capital infusions. In addition, in
the event that the Company becomes eligible for and pursues a listing on the
NASDAQ SmallCap Market or National Market System, additional independent
directors may be designated to satisfy listing requirements, as appropriate.
Nominees for Directors and Executive Officers
The following sets forth information concerning each of the nominees
for election as a director of the Company.
Name and Title Age Director Since
Nominees:
Ira Gentry, 44 1997
President, Chief Executive
Officer
John Provazek 46 1999
Chief Operating Officer,
Director
Donald Leaver, Ph.D. 45 1999
Vice President of Technology
Development and Chief
Scientist, Director
William T. Leonard, 59 Nominee
Director
Executive Officer:
Brian Young, 44
Controller, Treasurer and
Secretary
3
<PAGE>
Ira Gentry has been President, Chief Executive Officer, and Director of
the Company since December, 1997 and was the President of Universal Dynamics,
Inc ("Universal") from 1989 until a portion of its assets were acquired by the
Company in 1997. Prior to joining Universal, his career was centered in the
engineering and manufacturing aspects of test system industries at Scientific
Atlanta, Cranfield and GenRad. He also worked at Beechcraft designing flight
systems. Mr. Gentry graduated from Arizona State University (ASU) with degrees
in both electrical and mechanical engineering and has completed over five years
of graduate studies at ASU and the University of Cincinnati
John Provazek has been the Chief Operating Officer of the Company since
January 2000 and a director since 1998. Prior to joining the Company, Mr.
Provazek had 17 years experience at United Parcel Service, including as
Operations Manager of the UPS distribution center in Seattle, Washington. Mr.
Provazek, whose 17 years at UPS were divided between operations (9 years) and
industrial engineering (8 years), has extensive experience in planning and
setting up operation centers and building and facility projects including as a
member of the UPS project team responsible for UPS' 50th state territory
expansion into the Alaska region and brought pickup and delivery service to
every deliverable address in the United States. Mr. Provazek graduated from
Western Washington State University with a BS degree in Political Science.
Donald S. Leaver joined the Company as Vice President of Technology
Development and Chief Scientist and director in April, 1998. Prior to joining
the Company, he worked for Concurrent Computer Corporation as a Software
Development Engineer from 1986 to 1998. Mr. Leaver holds a B.A. from the
University of Colorado, with a major in mathematics and a minor in physics and
an M.A. and Ph.D. from the University of Washington in Geophysics. While in
graduate school he co-founded a systems integration firm in Seattle which
designated automated systems for monitoring micro-earthquakes in the vicinities
of hydro-dams and nuclear power plants.
William T. Leonard is a nominee for director. Since 1997 he has been
employed as the Vice President of Sales for Prisa Networks, Inc., a San Diego
based developer of storage area network management software for the fibre
channel industry. Prior to joining Prisa Networks, Mr. Leonard was the Western
Regional Manager of Concurrent Computer Corporation from 1994 to 1997, where he
was responsible for the company's product line in the thirteen western states.
Mr. Leonard holds a Bachelor of Science degree from Fordham University.
Brian Young joined the Company in February 2000 as Controller at the
Avalon facility in Phoenix and was designated as Secretary and Treasurer of the
Company effective May 15, 2000. Prior to joining the Company, he was the
assistant controller at Janex International Corporation, a publicly held toy
manufacturer, from May 1999 to February 2000. From September 1991 until joining
Janex, Mr. Young had a private accounting practice and acted as controller for a
$100 million portfolio owner of privately owned real estate and water drilling
well product entities from January 1998 to May 1999. He is a certified public
accountant and holds a BA from Cedarville University in Cedarville, Ohio.
4
<PAGE>
Compensation of Directors
Directors who are members of Company management receive no additional
or special compensation for their services as director. All directors are
entitled to receive reimbursement for actual, demonstrable out-of-pocket
expenses, including travel expenses, if any, made on the Company's behalf in
connection with their services as director. In 1999, each director then serving
was granted stock options under the Company's 1999 Director's Stock Option Plan
("1999 Director's Plan") to receive 100,000 shares of Common Stock at an
exercise price of $.16 per share of which 40,000 options were vested as of April
2000 and the remainder will vest at the rate of 20% in 2001 and the remaining
40% in 2002. No specific arrangements have been made to grant options to
non-employee directors on a formula or other regular basis. There are no other
current agreements or other understandings with respect to the amount of
remuneration that directors are expected to receive in the future.
Activities of the Board of Directors and its Committees
Members of the Board of Directors are elected to represent the
interests of all stockholders. The Board of Directors meets periodically to
review significant developments affecting the Company and to act on matters
requiring Board approval. Although the Board of Directors delegates many matters
to others, it reserves certain powers and functions to itself. To date, the
Company has not designated any committees but, to the extent that its listing
requirements or its continued capital expansion so require, it will designate an
audit and compensation committee.
During fiscal 1999, the Board of Directors of the Company had 2 formal
meetings and took other actions by unanimous consent. All incumbent directors of
the Company were present at the meetings, or participated in taking the written
actions.
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth information concerning compensation for
services rendered in all capacities awarded to, earned by or paid to the
Company's Chief Executive Officer and the one other executive who earned in
excess of $100,000 during the fiscal year ended December 31, 1999. None of the
officers or directors have employment contracts.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Restricted Stock Securities Underlying
Name and Principal Position Year Salary (1) Awards ($) Options (1)
--------------------------- ---- ------ ---------- ---------------------
<S> <C> <C> <C> <C>
Ira Gentry, Chief Executive Officer 1999 80,500 -- 160,000
1998 52,000 -- --
Donald Leaver, Vice President of 1999 52,000 -- 160,000
Technology Development 1998 52,000 -- --
</TABLE>
- ----------------
(1) The salary amount is paid indirectly as the Company has an
employee leasing or co-employee arrangement. Both persons were
granted 200,000 options in April 1999; 40,000 were fully
vested and exercised in 1999 and an additional 40,000 vested
in April 2000. The Company funded the exercise amount of
$6,400 for each of the parties and treated the same as
additional compensation
5
<PAGE>
Option Grants in the Last Fiscal Year
The following table, presented in accordance with the Securities
Exchange Act of 1934, as amended ("the Exchange Act") and the Regulations
thereunder, sets forth individual grants of stock options under the Company's
1999 Directors Plan and the 1999 technical employee and staff plan (the "1999
Staff Plan") during the most recently completed fiscal year to each of the named
executive officers:
<TABLE>
<CAPTION>
Name Securities Under % of Total Exercise or Market Value of Expiration
Options/SARs Options/SARs Base Price Securities Date
Granted Granted to ($/Security) Underlying
Employees in Options/SARs on
Fiscal Year Date of Grant
($/Security)
- ------------------------ ------------------- ------------------- ---------------- -------------------- --------------
<S> <C> <C> <C> <C> <C>
Ira Gentry 200,000 31.0% $0.16 $0.16 2009
Donald Leaver 200,000 31.0% $0.16 $0.16 2009
John Provazek 100,000 15.5% $0.16 $0.16 2009
Cassie Whitlock (1) 25,000 3.8% $0.16 $0.16 2009
======================== =================== ==================== ================ ==================== ==============
</TABLE>
- ----------------------
(1) Ms. Whitlock resigned in May 2000.
Aggregated Option/Exercises in Last Fiscal Year and 1999 Fiscal Year End
Option/Values
The following table sets forth information with respect to the exercise
of options to purchase shares of our Common Stock during the fiscal year ended
December 31, 1999 to each person named in the Summary Compensation Table and the
unexercised options held as of the end of 1999 fiscal year.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Securities Aggregate Options/SARs at Fiscal Money Options/SARs at
Acquired on Value Year-End Fiscal Year-End ($)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable (1)
- ---------------------- --------------- ---------------- --------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Ira Gentry 40,000 $63,600 40,000 120,000 $63,600 $190,800
Donald Leaver 40,000 $63,600 40,000 120,000 $63,600 $190,800
John Provazek 20,000 $31,800 20,000 60,000 $31,800 $95,400
Cassie Whitlock 5,000 $7,950 5,000 15,000 $7,950 $23,850
====================== =============== ================ =============== ============== ================ ===============
</TABLE>
- ---------------
(1) Based on the average closing price for the first trading days prior to
December 31, 1999.
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<PAGE>
Certain Relationships and Related Transactions
The Company leases its facilities in Orem, Utah, Phoenix, Arizona and
Riverside, California on third party arrangements at leasing costs which are
consistent with the market rates for similar facilities in the particular
market. While the Company pays the leasing costs directly, the underlying lease
arrangements are supported in part by credit support from non-affiliated
shareholders of the Company who have provided their individual credit support to
assure that the Company, which has only limited operating experience in the
particular markets, can lease the facilities at market rates.
During 1999, the Company granted an aggregate of 650,000 options to Ira
Gentry, Donald Leaver, John Provazek, Cassie Whitlock and other senior
engineering and technical staff members, all of which were granted at an
exercise price of $0.16. In December 1999, the Company funded the aggregate
exercise price of $20,800 for the 130,000 vested options. The amount was treated
as compensation for each of the recipients.
Security Ownership of Certain Beneficial Owners and Management
As of the Record Date, the Company had outstanding approximately
35,102,500 shares of Common Stock. The Company has set forth in the following
table information regarding the beneficial ownership of its Common Stock on the
Record Date, for:
(i) each shareholder known to be the beneficial owner of 5% or
more of the Company's outstanding common stock;
(ii) each of the Company's executive officers and directors; and
(iii) all executive officers and directors as a group
Shares Beneficially Owned
Name of Beneficial Owners (1) Number (2) Percent
------ -------
Technet, Inc. 3,000,000 8.55%
Ira Gentry 80,000 (3) *
Donald Leaver 80,000 (4) *
William Leonard 100 *
John Provazek 440,070 (5) *
Cassie Whitlock 10,000 (6) *
All Officers and Directors as a Group 610,070 1.74%
- --------------------
(1) Unless otherwise indicated, each of the stockholders has sole voting
and investment power with respect to the shares of Common Stock
beneficially owned by the stockholder. The U.S. address of Technet and
the address of all other listed stockholders is c/o UniDyn, Corp., 3640
East Roeser Road, Phoenix, Arizona 85040.
(2) The number of shares beneficially owned by each stockholder is
determined under rules promulgated by the Securities and Exchange
Commission and includes voting or investment power
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<PAGE>
with respect to securities. Under these rules, beneficial ownership
includes any shares as to which the individual or entity has sole or
shared voting power or investment power and includes any shares as to
which the individual or entity has the right to acquire beneficial
ownership within 60 days after May 1, 2000, through the exercise of any
warrant, stock option or other right. The inclusion in this proxy
statement of such shares, however, does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of
such shares. The number of shares of Common Stock outstanding used in
calculating the percentage for each listed person includes the shares
of Common Stock underlying options held by such person that are
exercisable within 60 days of May 1, 2000, but excludes shares of
Common Stock underlying options held by any other person. Percentage of
beneficial ownership is based on 35,102,500 shares of Common Stock
outstanding as of May 1, 2000.
(3) Mr. Gentry also has 120,000 options which vest between April, 2001 and
April, 2002.
(4) Dr. Leaver also has 120,000 options which vest between April, 2001 and
April, 2002.
(5) Mr. Provazek also has 60,000 options which vest between April, 2001 and
April, 2002.
(6) Ms. Whitlock was granted an additional 15,000 options which vest
between April, 2001 and April, 2002 but she resigned in May 2000.
8
<PAGE>
PROPOSAL 2. APPROVAL OF THE 2000 INCENTIVE PLAN.
The Board of Directors is seeking stockholder approval of the UniDyn
2000 Incentive Plan (the "2000 Plan"). A copy of the 2000 Plan is annexed as
Exhibit 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
Overview
The Board of Directors of the Company has adopted the 2000 Plan which authorizes
up to a maximum of 3,000,000 shares of Common Stock to be issued on exercise of
options, stock appreciation rights ("SARs") and other incentive awards or as
restricted shares and provides for the administration of the 2000 Plan. The 2000
Plan provides for granting of incentive stock options ("ISOs"), non-qualified
stock options ("NSOs"), SARs, restricted shares and other share based incentive
awards. Grants under the 2000 Plan can be made until April 30, 2010 unless the
plan is sooner terminated by the Board of Directors. To accommodate applicable
federal income tax regulations and the terms of the 2000 Plan, stockholder
approval is being sought at the Annual Meeting.
Awards under the 2000 Plan are intended to attract and retain people for key
positions at the Company and its subsidiaries, to encourage and assist key
employees, directors and advisers of the Company and its subsidiaries to acquire
or retain an appropriate stake in the Company's future, to provide additional
incentives to such persons, and to foster continued growth of the Company.
2000 Plan Provisions
The 2000 Plan provides for the grant to employees, staff, officers, directors
and consultants of awards including stock options, restricted stock, reload
stock options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock appreciation rights,
limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares. An award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.
Under the 2000 Plan, the Company can grant awards for the purchase up to
3,000,000 shares of Common Stock. Stock options awarded under the Plan may
consist of both "incentive stock options" (sometimes referred to as an "ISO")
within the meaning of Section 422 of the United States Internal Revenue Code of
1986, as amended (the "Code"), and non-qualified options (sometimes referred to
as an "NSO"). Incentive stock options are issuable only to employees and other
staff members who are qualified to receive ISOs under the Code, while
non-qualified options may be issued to non-employee directors, consultants and
others, as well as to employees and staff of the Company.
Under the 2000 Plan, the Board, or the compensation committee, if one has been
appointed, has the authority to determine the persons to whom awards will be
granted, the nature of the awards, the number of shares of Common Stock to be
covered by each grant, the terms of the grant and, with respect to options,
whether the options granted are intended to be incentive
9
<PAGE>
stock options, the duration and rate of exercise of each option, the exercise
price per share of Common Stock, the manner of exercise and the time, manner and
form of payment upon exercise of an option.
The exercise price for ISOs must be set at a price which is at least equal to
the fair market value of the shares of Common Stock on the date of grant. The
exercise price of NSOs will be established by the Board of Directors. The
aggregate fair market value (determined as of the date the option is granted) of
the shares of Common Stock that anyone may purchase in any calendar year
pursuant to the exercise of ISOs may not exceed $100,000. No person who owns,
directly or indirectly, at the time of receipt granting of an ISO, more than 10%
of the total combined voting power of all classes of stock of the Company shall
be eligible to receive any ISO under the 2000 Plan unless the exercise price is
at least 110% of the grant. NSOs are not subject to this limitation.
No ISOs may be transferred by an optionee other than by will or the laws of
descent and distribution and, during the lifetime of an optionee, the option
will be exercisable only by the optionee. In the event of termination from the
Company other than by death or disability, the optionee will have three months
after such termination or until the expiration of an ISO, whichever occurs
first, to exercise the option. Upon termination from the Company of an optionee
by reason of death or permanent total disability, ISOs remain exercisable for
one year thereafter or until the expiration of such option, whichever occurs
first, to the extent they were exercisable on the date of such termination. No
similar limitation applies to NSOs.
Awards under the 2000 Plan may be granted for such terms as the Board of
Directors or compensation committee may determine. Stock options under the 2000
Plan must be granted within ten years from the effective date of the 2000 Plan.
ISOs granted under the 2000 Plan cannot be exercised more than 10 years from the
date of grant, except that ISOs issued to 10% or greater shareholders are
limited to five year terms. All awards granted under the 2000 Plan provide for
the payment of the exercise price in cash, by "cashless" exercise through the
delivery to the Company of shares of Common Stock already owned by the optionee
having a fair market value equal to the exercise price of the awards being
exercised, through a reduction in the shares of Common Stock received on
exercises by delivery of a promissory note, or by a combination of such methods
of payment. Therefore, a holder of options or other awards may be able to tender
shares of Common Stock or shares due on exercise of the Option to purchase the
additional shares of Common Stock and to fund the exercise of his awards without
making any additional cash investment. Any unexercised awards that expire or
lapse become available once again for issuance.
Federal Income Tax Consequences
The following discussion is a brief summary of the principal federal income tax
consequences under present law to participants in the 2000 Plan and to the
Company. This summary is not intended to be exhaustive and, among other things,
does not describe any state or local tax consequences.
Non-qualified Stock Options. A grantee will not recognize any income, and the
Company will not be entitled to a deduction, upon the grant of an NSO. Upon the
exercise of an
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<PAGE>
NSO, the holder will recognize ordinary income in an amount equal to the excess
of the fair market value of the shares acquired over the option price, and the
Company will be entitled to a corresponding deduction.
A holder's aggregate basis for shares of Common Stock acquired upon the cash
exercise of an NSO will be equal to the fair market value of such shares of
Common Stock on the date of exercise, and the holding period for such shares of
Common Stock will begin on such date. Upon a disposition of shares of Common
Stock acquired pursuant to the exercise of an NSO, a holder will recognize
capital gain or loss in an amount equal to the difference between the amount
realized on such disposition and the employee's basis in such shares of Common
Stock. Such gain or loss will be long-term capital gain or loss if the holding
period for such shares of Common Stock is more than one year.
Incentive Stock Options. Under federal income tax regulations, only employees
and certain staff members are eligible to receive an ISO. A recipient of an ISO
will not recognize any income, and the Company will not be entitled to a
deduction, upon the grant or timely exercise of an ISO. The exercise of an ISO
may, however, affect the computation of the recipient's alternative minimum tax.
An optionee's aggregate basis for shares of Common Stock acquired upon the cash
exercise of an ISO will be equal to the option price paid for such shares of
Common Stock. The holding period for such shares of Common Stock will begin on
the date of exercise.
If an ISO recipient disposes of shares of Common Stock acquired pursuant to an
ISO more than two years after the date of grant and more than one year after the
exercise of such ISO, the recipient will recognize long-term capital gain or
loss in an amount equal to the difference between the amount realized on such
disposition and the recipient's basis in such shares of Common Stock. Under such
circumstances, the Company will not be entitled to any deduction. If the
foregoing holding period requirements are not satisfied, a portion of such gain
will be taxable as ordinary income and the Company will be entitled to a
corresponding deduction.
Payment in Shares. A person who exercises an NSO with shares of Common Stock
will recognize no gain or loss on the shares of Common Stock surrendered, but
will recognize income on the options according to the rules described above for
NSOs. The number of shares of Common Stock acquired that is equal in number to
the shares of Common Stock surrendered will have a basis equal to the basis of
the shares of Common Stock surrendered, and the holding period for such shares
of Common Stock will include the holding period for the shares of Common Stock
surrendered. Any additional shares of Common Stock received will have a basis
equal to the fair market value of such shares of Common Stock when received, and
the holding period for such shares of Common Stock will begin on such date. If
the shares of Common Stock delivered in payment of the option price were
previously acquired by the employee through the exercise of an ISO ("ISO Common
Shares"), then the shares of Common Stock acquired in exchange for such ISO
Common Shares will be treated as ISO Common Shares.
If an employee exercises an ISO with shares of Common Stock for which the
applicable holding period requirements have been met, then (i) no income, gain
or loss will be recognized as a result of the exchange, (ii) the number of
shares of Common Stock acquired that is equal in
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<PAGE>
number to the shares of Common Stock surrendered will have a basis equal to the
basis of the shares of Common Stock surrendered and (except for purposes of
determining whether the ISO holding period requirements have been satisfied)
will have a holding period that includes the holding period of the shares of
Common Stock surrendered, and (iii) any additional shares of Common Stock
acquired will have a zero basis and will have a holding period that begins on
the date of the exchange. If shares of Common Stock for which the applicable
holding periods have not been met are used to exercise an ISO, the employee will
recognize ordinary income and the Company will receive a corresponding
deduction.
Stock Appreciation Rights. A person will not recognize any income, and the
Company will not be entitled to a deduction, upon grant of an SAR. Upon exercise
of an SAR, the amount received by a person will be taxable to the person as
ordinary income and the Company will be entitled to a corresponding deduction.
Restricted Shares. A person will not recognize any income upon the receipt of a
restricted share award unless the holder elects, within thirty days under
Section 83(b) of the Code, to recognize ordinary income in an amount equal to
the difference between the fair market value at the time of receipt of such
shares of Common Stock and the amount, if any, paid for such shares of Common
Stock. If the election is not made, the holder will recognize ordinary income on
the date that the restrictions are removed in an amount equal to the difference
between the fair market value of the shares of Common Stock on such date and the
amount, if any, paid for such shares of Common Stock. At the time the holder
recognizes ordinary income, the Company will be entitled to a corresponding
deduction.
Generally, upon a disposition of restricted shares in respect to which the
holder has recognized ordinary income (i.e., a Section 83(b) election was
previously made or the restrictions were previously removed), the holder will
recognize capital gain or loss in an amount equal to the difference between the
amount realized on such disposition and the employee's basis in such shares of
Common Stock. Such gain or loss will be long-term capital gain or loss if the
holding period for such shares of Common Stock is more than one year. For this
purpose, a person's basis for restricted shares will be equal to the sum of the
amount of ordinary income recognized with respect to such shares and the amount,
if any, paid for such shares. The holding period for such shares will begin on
the date that such ordinary income is recognized.
Cash Awards. A person who receives a cash Award will recognize ordinary income
in an amount equal to the cash received, and the Company will be entitled to a
corresponding deduction.
Grants To Date Under the 1999 and 2000 Plans
There have been no grants to date under the 2000 Plan, but, as noted above,
under the Company's 1999 Directors Plan which reserved 300,000 shares of Common
Stock, options to acquire all 300,000 shares were granted. In addition, options
to acquire 350,000 of the 750,000 shares of Common Stock reserved under the 1999
Staff Plan have been granted. In connection with its approval of the 2000 Plan,
the Board of Directors has agreed that these awards will remain in place in
accordance with their terms but that no further grants are to be made under the
1999 Staff Plan or the 1999 Directors Plan.
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OTHER MATTERS
The Board of Directors knows of no other business that will be
presented for consideration at the Annual Meeting. If other matters are properly
brought before the Annual Meeting, however, it is the intention of the persons
named in the accompanying proxy to vote the shares represented thereby on such
matters in accordance with their best judgment.
Solicitation
The Company will bear the entire cost of the solicitation of proxies,
including preparation, assembly and mailing of this proxy statement, the proxy
and any additional material furnished to stockholders. Proxies may be solicited
by directors, officers and a small number of regular employees of the Company
personally or by mail, telephone or telegraph, but such persons will not be
specially compensated for such services. Copies of solicitation material will be
furnished to brokerage houses, fiduciaries and custodians which hold shares of
Common Stock of record for beneficial owners for forwarding to such beneficial
owners. The Company may reimburse persons representing beneficial owners for
their costs of forwarding the solicitation material to such owners.
Submission Of Stockholder Proposals For 2001 Annual Meeting
Any stockholder who wishes to submit a stockholder proposal to be
presented at the 2001 Annual Meeting must send the proposal, along with any
supporting statement to the Company on or before January 19, 2001. All
stockholder proposals must comply with applicable Securities and Exchange
Commission regulations and should be mailed to: Corporate Secretary, UniDyn,
Corp., 3640 East Roeser Road, Phoenix, Arizona 85040. If the date of the 2001
Annual Meeting is more than 30 days before or more than 60 days after June 6,
2001, the notice must be received by the Company within 10 days following the
public announcement of the proposed date of the 2001 Annual Meeting. The notice
to the Company must include certain information specified in the Company's
bylaws concerning the business or the nominations. A copy of the Company's
bylaws may be obtained from the Corporate Secretary at the above address.
Proxies solicited by the Board of Directors will confer discretionary voting
authority with respect to these proposals, subject to SEC rules governing the
exercise of this authority.
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 executive officers and directors, and persons who own more than 10% of
the Company's outstanding shares of Common Stock (collectively, "Section 16
Persons"), to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission and NASDAQ. Section 16
Persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it
and written representations from certain Section 16 Persons that no other
Section 16(a) reports were required
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for such persons, the Company believes that, except for certain late filings of
reports on Form 3 by John Provazek, during 1999 the Section 16 Persons complied
with all Section 16(a) filing requirements applicable to them.
Independent Public Accountants
The Company's current independent public accountants, Smith & Company
have been selected as the Company's accountants for the current year.
Representatives of Smith & Company are not expected to be present at the annual
meeting.
Dated: May 18, 2000 BY ORDER OF THE BOARD OF DIRECTORS
Ira Gentry
Chairman of the Board
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EXHIBIT 1
UNIDYN 2000 INCENTIVE PLAN
As Adopted by the Board of Directors
on May 1, 2000
and
Submitted to the Shareholders
on June 6, 2000
<PAGE>
UNIDYN 2000 INCENTIVE PLAN
Section 1. PURPOSE OF PLAN
The purpose of the UniDyn 2000 Incentive Plan (the "Plan"), is to
enable UniDyn, Corp., a Nevada corporation (the "Company") to attract, retain
and motivate their employees and consultants by providing for or increasing the
proprietary interests of such employees and consultants in the Company, and to
enable the Company to attract, retain and motivate its non-employee directors
and further align their interests with those of the shareholders of the Company
by providing for or increasing the proprietary interests of such directors in
the Company. The Plan is intended to permit the grant of Awards (as defined
below) in a manner which makes the grant of the Award exempt from (i) the
registration requirements of the Securities Act of 1933, as amended ("1933 Act")
and (ii) applicable state securities laws of the State of Nevada and any other
state in which the grants are deemed to have been made.
Section 2. PERSONS ELIGIBLE UNDER PLAN
Any employee, non-employee directors, independent contractors or
consultants of the Company or any of its subsidiaries (each, a "Participant")
shall be eligible to be considered for the grant of Awards (as defined in this
Plan) under this Plan.
Section 3. AWARDS
(a) The Administrator (as hereinafter defined), on behalf of the
Company, is authorized under this Plan to enter into any type of arrangement
with a Participant that is not inconsistent with the provisions of this Plan and
that, by its terms, involves or might involve the issuance of (i) shares of
Common Stock of the Company ("Common Stock"), or (ii) a Derivative Security (as
such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as such Rule may be amended from time
to time) with an exercise or conversion privilege at a price related to the
Common Stock or with a value derived from the value of the Common Stock. The
entering into of any such arrangement is referred to herein as the "grant" of an
"Award."
(b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted stock,
stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may consist
of one such security or benefit, or two or more of them in tandem or in the
alternative.
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(c) Common Stock and Derivative Securities may be issued pursuant to an
Award for any lawful consideration as determined by the Administrator,
including, without limitation, services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Administrator, in its
sole and absolute discretion, shall determine all of the terms and conditions of
each Award granted under this Plan, which terms and conditions may include,
among other things:
(i) a provision permitting the recipient of such Award,
including any recipient who is a director or officer of the Company, to
pay the purchase price of the Common Stock or Derivative Securities or
other property issuable pursuant to such Award, or such recipient's tax
withholding obligation with respect to such issuance, in whole or in
part, by any one or more of the following:
(A) the delivery of cash;
(B) the delivery of previously owned shares of
capital stock of the Company (including "pyramiding") or other
property, provided that the Company is not then prohibited
from purchasing or acquiring shares of its capital stock or
such other property,
(C) a reduction in the amount of Common Stock or
Derivative Securities or other property otherwise issuable
pursuant to such Award, or
(D) the delivery of a promissory note, the terms and
conditions of which shall be determined by the Administrator;
(ii) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the
discretion of the Administrator, upon the occurrence of specified
events, including, without limitation, a change of control of the
Company, an acquisition of a specified percentage of the voting power
of the Company, the dissolution or liquidation of the Company, a sale
of substantially all of the property and assets of the Company or an
event of the type described in Section 7 hereof; or
(iii) a provision required in order for such Award to qualify
as an incentive stock option (an "Incentive Stock Option") under
Section 422 of the Internal Revenue Code ("Code"), provided that the
recipient of such Award is eligible under the Code to receive an
Incentive Stock Option. Stock options which do not so qualify are
referred to as "Nonqualified Stock Options."
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<PAGE>
Section 4. STOCK SUBJECT TO PLAN
(a) The aggregate number of shares of Common Stock that may be issued
or issuable pursuant to all Awards (including Incentive Stock Options,
Nonqualified Stock Options and other Awards) granted under this Plan shall not
exceed Three Million (3,000,000) shares of Common Stock and all of which shall
be subject to adjustment as provided in Section 8 hereof.
(b) For purposes of Section 4(a) hereof, the aggregate number of shares
of Common Stock issued and issuable pursuant to all Awards granted under this
Plan shall at any time be deemed to be equal to the sum of the following:
(i) the number of shares of Common Stock that were issued
prior to such time pursuant to Awards granted under this Plan, other
than Common Stock that was subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards and with respect to
which the holder thereof received no benefits of ownership such as
dividends; plus
(ii) the number of shares of Common Stock that were otherwise
issuable prior to such time pursuant to Awards granted under this Plan,
but that were withheld by the Company as payment of the purchase price
of the Common Stock issued pursuant to such Awards or as payment of the
recipient's tax withholding obligation with respect to such issuance;
plus
(iii) the maximum number of shares of Common Stock issuable at
or after such time pursuant to Awards granted under this Plan prior to
such time.
(c) In the event any Participant is deemed to be a "covered Executive"
pursuant to Section 162(m) of the Code and the exercise of all or a portion of
the Awards would preclude the Company from taking full advantage of the
compensation deductions arising from the grant of such Awards, together with all
other taxable compensation payable to Participant by the Company, by virtue of
the limitations imposed by Section 162(m) of the Code, then the number of shares
as to which Awards shall be exercisable during the applicable tax year shall be
reduced to such number as would allow the Company to fully deduct the
compensation payable to Participant.
(d) If and for so long as the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the amount of
securities offered and sold under the Plan shall not exceed the limitations set
forth in Rule 701 promulgated under the Securities Act, as such rule may be
amended from time to time.
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<PAGE>
Section 5. DURATION OF PLAN
No Awards shall be granted under this Plan after May 1, 2010. Although
Common Stock may be issued after May 1, 2010 pursuant to Awards granted prior to
such date, no Common Stock shall be issued under this Plan unless it is pursuant
to an Award granted prior to May 1, 2010 (the "Termination Date").
Section 6. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a Administrator of the Board
(the "Administrator") consisting of two or more directors. In the event that the
Company becomes "publicly held" within the meaning of Section 162(m) of the
Code, then, with respect to any Awards intended to qualify for the
"performance-based compensation" exception in Section 162(m) of the Code, the
Administrator shall, to the extent necessary, consist of two or more directors
each of whom is an "outside director" within the meaning of Section 162(m) of
the Code and such Award shall not be subject to Board approval.
(b) Subject to the provisions of this Plan, the Administrator shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to
this Plan;
(ii) determine which persons are Participants and to which of
such Participants, if any, Awards shall be granted hereunder;
(iii) grant Awards to Participants and determine the terms and
conditions thereof, including the number of shares of Common Stock
issuable pursuant thereto;
(iv) accelerate the exercisability of an Award or extend the
period during which an owner of an Award may exercise his or her rights
under such Award (but not beyond the Termination Date);
(v) determine whether, and the extent to which, adjustments
are required pursuant to Section 7 hereof; and
(vi) interpret and construe this Plan and the terms and
conditions of all Awards granted hereunder.
The interpretation and construction by the Administrator of any term or
provision of the Plan or of any Award granted under it, including without
limitation any
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<PAGE>
determination of adjustments required pursuant to Section 7 hereof, shall be
conclusive, unless otherwise determined by the Board of Directors of the Company
(the "Board") in which event such action by the Board shall be conclusive, and
such interpretation and construction shall be binding upon all those who hold or
are eligible to receive options under the Plan, and all persons claiming under
them. The Board or Administrator may from time to time adopt rules and
regulations for carrying out this Plan and, subject to the provisions of this
Plan, may prescribe the form or forms of the instruments evidencing any Award
granted under this Plan.
(c) The Administrator will provide to each holder annual financial
statements of the Company to the extent required by law.
Section 7. ADJUSTMENTS
If the outstanding securities of any class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Administrator shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that may
be acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan, (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options, Nonqualified
Stock Options and other Awards thereafter granted under this Plan, and (c) the
maximum number of Common Shares that may be subject to stock options or stock
appreciation rights granted during any twelve-month period to any Participant,
as provided in Section 4(c) hereof; provided, however, that no adjustment shall
be made to the number of shares of Common Stock that may be acquired pursuant to
outstanding Incentive Stock Options or the maximum number of shares of Common
Stock with respect to which Incentive Stock Options may be granted under this
Plan to the extent such adjustment would result in such options being treated as
other than Incentive Stock Options; provided, further, that no such adjustment
shall be made to the extent the Administrator determines that such adjustment
would result in the disallowance of a federal income tax deduction for
compensation attributable to Awards hereunder by causing such compensation to be
other than "performance-based compensation" within the meaning of Section
162(m)(4)(C) of the Code.
Section 8. OTHER PROVISIONS
Awards granted under this Plan shall contain such other terms and
provisions which are not inconsistent with this Plan as the Board or
Administrator may authorize,
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<PAGE>
including but not limited to (a) vesting schedules governing the exercisability
of such Awards, (b) provisions for acceleration of such vesting schedules in
certain events, (c) arrangements whereby the Company may fulfill any tax
withholding obligations it may have in connection with the exercise of such
Awards, (d) provisions imposing restrictions upon the transferability of stock
acquired on exercise of such Award, whether required by this Plan or applicable
securities laws or imposed for other reasons, and (e) provisions regarding the
termination or survival of any such Award upon the optionee's death, retirement
or other terminations of employment and the extent, if any, to which any such
Award may be exercised after such event. Incentive Stock Options shall contain
the terms and provisions required of them under the Code.
Section 9. FINANCIAL ASSISTANCE
The Company is vested with authority under this Plan to assist any
Participant to whom an Award is granted hereunder (including any director or
officer of the Company or any of its subsidiaries who is also a Participant) in
the payment of the purchase price payable on exercise of that Award, by lending
the amount of such purchase price to such Participant on such terms and at such
rates of interest and upon such security (or unsecured) as shall have been
authorized by or under authority of the Board.
Section 10. COMPANY'S RIGHT OF FIRST PURCHASE AND PARTICIPATION IN
COMMON STOCK TRANSACTIONS
(a) While and so long as the Common Stock or any stock of any other
class subject to this Plan has not been Publicly Traded (as hereinafter defined)
for at least ninety (90) days, any stock issued on exercise of any Award granted
under this Plan shall be subject to the Company's right of first purchase. By
virtue of that right, (a) such stock may not be transferred during the holder's
lifetime to any person other than members of the holder's Immediate Family, a
partnership whose members are the holder and/or members of the holder's
Immediate Family, or a trust for the benefit of the holder and/or members of the
holder's Immediate Family, unless such transfer occurs within fifteen (15) days
following the expiration of thirty (30) days after the Company has been given a
written notice which correctly identified the prospective transferee or
transferees and which offered the Company an opportunity to purchase such stock
at its Fair Market Value in cash, and such offer was not accepted within thirty
(30) days after the Company's receipt of that notice; and (b) upon the holder's
death, the Company shall have the right to purchase all or some of such stock at
its Fair Market Value within nine (9) months after the date of death. This right
of first purchase shall continue to apply to any such stock after the transfer
during the holder's lifetime of that stock to a member of the holder's Immediate
Family or to a family partnership or trust as aforesaid, and after any transfer
of that stock with respect to which the Company expressly waived its right of
first purchase without also waiving it as to any subsequent transfers thereof,
but it shall not apply after a transfer of that stock with respect to which the
Company was offered but did not exercise or waive its right of first purchase or
more
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<PAGE>
than nine months after the holder's death. The Company may assign all or any
portion of its right of first purchase to any one or more of its shareholders,
or to a pension or retirement plan or trust for Participants of the Company, who
may then exercise the right so assigned. Stock certificates evidencing stock
subject to this right of first purchase shall be appropriately legended to
reflect that right.
(b) While and so long as the Common Stock or any stock of any other
class subject to this Plan has not been Publicly Traded (as hereinafter defined)
for at least ninety (90) days, upon the exercise of any Awards granted under the
Plan, the Company may require that the Awards granted to Participants be subject
to such requirements as the Company may specify, including a requirement that a
Participant participate in transactions involving the purchase or exchange of
all, or substantially all, of the Common Stock of the Company (a "Transaction").
To the full extent provided to any other holder of Common Stock of the Company
on the date a Participant exercises the Award, Participants shall be entitled to
participate in any Transaction on the same basis as the other holders of Common
Stock of the Company.
Section 11. LIMITATIONS OF RIGHTS OF PARTICIPANTS
(a) A Participant under this Plan shall not have any interest in the
shares or in any dividends paid thereon, and shall not have any of the rights or
privileges of a shareholder with respect to such shares, until the certificates
therefor have been issued and delivered to him or her.
(b) No shares of stock issuable under the Plan shall be issued and no
certificate therefor delivered unless and until, in the opinion of legal counsel
for the Company, such securities may be issued and delivered without causing the
Company to be in violation of or to incur any liability under any federal, state
or other securities law, or any other requirement of law or of any regulatory
body having jurisdiction over the Company.
(c) The receipt of an option does not give the holder any right to
continued employment by the Company or a subsidiary for any period, nor shall
the granting of the option or the issuance of shares on exercise thereof give
the Company or any subsidiary any right to the continued services of the holder
for any period.
(d) Nothing contained in this Plan shall constitute the granting of an
Award hereunder, which shall occur only pursuant to express authorization by the
Board or the Administrator.
Section 12. AMENDMENT AND TERMINATION
The Board may alter, amend, suspend or terminate this Plan, provided
that no such action shall deprive a holder who has not consented thereto of any
Award granted to the holder pursuant to this Plan or of any of the holder's
rights under such Award.
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<PAGE>
Except herein provided, no such action of the Board, unless taken with the
approval of the shareholders of the Company, may:
(a) increase the maximum number of shares for which Awards granted
under this Plan may be exercised;
(b) reduce the minimum permissible exercise price;
(c) extend the ten-year duration of the Plan set forth herein;
(d) alter the class of Employees eligible to receiv Awards under
the Plan; or
(e) amend the Plan in any other manner which the Board, in its
discretion, determines should become effective only if
approved by the shareholders even though such shareholder
approval is not expressly required by this Plan.
If an amendment to this Plan would (i) increase the maximum number of
shares of Common Stock that may be issued pursuant to (a) all Awards granted
under this Plan, (b) all Incentive Stock Options granted under this Plan, or (c)
Awards granted under this Plan during any calendar year to any one Participant,
(ii) change the class of persons eligible to receive Awards under this Plan,
(iii) otherwise materially increase the benefits hereunder accruing to
participants who are subject to Section 16 of the Exchange Act in a manner not
specifically contemplated herein or (iv) affect this Plan's compliance with Rule
16b-3 or applicable provisions of the Code, as amended from time to time, the
amendment shall be subject to approval by the Company's shareholders to the
extent required to comply with Rule 16b-3, Sections 422 and 162(m) of the Code,
and other applicable provisions of or rules under the Code, as amended from time
to time.
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<PAGE>
Section 13. CERTAIN DEFINITIONS
As used in this Plan, the following terms shall have the following
meanings:
"Fair Market Value" shall mean the fair market value of the Common
Stock. If the Common Stock is not publicly traded, fair market value shall be
determined by the Board or the Administrator and may be computed by any method
which the Board or the Administrator in good faith believes reflects the fair
market value of the Common Stock on the date of such determination, including
without limitation, reference to the book value of the Common Stock and
reference to the most recent price at which the Common Stock, or a Derivative
Security of the Company, has been issued in an arms- length transaction,
provided however, that Fair Market Value shall not be less than the exercise
price paid by the Participant to receive the subject Common Stock. If the Common
Stock is publicly traded, fair market value shall be the closing sale price per
share of Common Stock, if the Common Stock is listed on a national securities
exchange or on the NASDAQ National Market, or if the Common Stock is not then so
listed, the closing bid price per share of Common Stock, on the day in question
(or, if such day is not a trading day or if no sales of Common Stock were made
on such day, on the nearest preceding trading day on which sales of Common Stock
were made), as reported in The Wall Street Journal, or, if trading in the Common
Stock is not then reported in The Wall Street Journal, at such closing sale or
bid price as may then appear in what the Board or the Administrator in its
judgment then deems to be the most nearly comparable listing or reporting
service.
An individual's "Immediate Family" includes only his or her spouse,
parents or other ancestors, and children and other direct descendants of that
individual or of his or her spouse (including such ancestors and descendants by
adoption).
Corporate stock is "Publicly Traded" if stock of that class is listed
or admitted to unlisted trading privileges on a national securities exchange or
on the NASDAQ National Market or if sales or bid and offer quotations are
reported for that class of stock in the automated quotation system ("NASDAQ")
operated by the National Association of Securities Dealers, Inc.
Section 14. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of May 1, 2000, the date upon which it
was approved by the Board of Directors of the Company, subject to approval by
the Company's shareholders.
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Proxy Proxy
UniDyn, Corp.
This Proxy is Solicited on Behalf of the Board of Directors and Management of
UniDyn, Corp.
The undersigned appoints Ira Gentry and Brian Young as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated below, all the Common Stock of UniDyn, Corp. (the "Company")
held of record by the undersigned on May 1, 2000, at the Annual Meeting of
Stockholders to be held at 10:00 a.m., local time, at the Sheraton Inn located
at 1600 South 52nd Street, Tempe, Arizona, on June 6, 2000, or any adjournment
thereof.
Please check this box only if you intend to attend and vote at the Annual
Meeting. []
TO ASSIST THE COMPANY IN TABULATING THE VOTES SUBMITTED BY PROXY PRIOR TO THE
ANNUAL MEETING, WE REQUEST THAT YOU MARK, SIGN, DATE AND RETURN THIS PROXY BY
JUNE 1, 2000 USING THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN THE BOX.
Proposal 1. Election of Directors.
[] FOR all nominees.[] WITHHOLD authority to vote. (except as marked
contrary below)
Nominees: Ira Gentry, Donald Leaver, John Provazek and William Leonard.
Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.
- ----------------------------------------------------------------------.
For Against Abstain
Proposal 2. Approval of the 2000 Incentive Plan. [] [] []
To approve the UniDyn 2000 Incentive Plan.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting. This Proxy, when properly
executed, will be voted in the manner directed by the undersigned shareholder.
If no direction is made, this Proxy will be voted "FOR" each of the nominated
directors and "FOR" Proposal 2.
Dated: ______________________________
Signature: _______________________________________________________________
Please sign exactly as name appears below. When shares are held jointly, both
shareholders should sign. When signing as attorney, executor, administrator,
trustee or guardian, please indicate full title as such. If a corporation,
please indicate full corporate name; and if signed by the President or another
authorized officer, please specify the officer's capacity. If a partnership,
please sign in partnership name by authorized person.
