SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240-11(c) or ss.240.14a-12
Sims Communications, Inc.
(Name of Registrant as Specified in Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:
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4) Proposed maximum aggregate value of transaction:
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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 No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
Sims Communications, Inc.
18001 cowan, Suite C & D
Irvine CA 92614
(949) 261-6665
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 14, 1999
To the Shareholders:
Notice is hereby given that a annual meeting of the shareholders of Sims
Communications, Inc. (the "Company") will be held at the Company's offices,
18001 cowan, Suite C & D, Irvine, CA 92614 on October 14, 1999, at 10:00 A.M.,
for the following purpose:
(1) to elect the directors who shall constitute the Company's Board of
Directors for the ensuing year;
(2) To approve an amendment to the Company's Articles of Incorporation
whereby the name of the Company will be changed to Medcom USA,
Incorporated.
(3) To ratify the adoption of the Company's 1998 Incentive Stock Option
Plan ("the 1998 Plan") which provides that up to 1,500,000 shares of
common stock may be issued upon the exercise of options granted
pursuant to the 1998 Plan;
(4) To ratify the adoption of the Company's 1998 Non-Qualified Stock
Option Plan ("the 1998 Non-Qualified Plan") which provides that up
to 1,500,000 shares of common stock may be issued upon the exercise
of options granted pursuant to the 1998 Non-Qualified Plan;
(5) To ratify the adoption of the Company's 1999 Stock Bonus Plan ("the
1999 Stock Bonus Plan") which provides that up to 900,000 shares of
common stock may be issued as stock bonuses pursuant to the 1999
Stock Bonus Plan.
(6) to ratify the appointment of Erhardt Keefe Steiner & Hottman PC as
the Company's independent accountants for the fiscal year ending
June 30, 1999;
to transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on September 15,
1999 as the record date for the determination of shareholders entitled to notice
of and to vote at such ,meeting. Shareholders are entitled to one vote for each
share held. As of September 15, 1999, there were 17,478,452 shares of the
Company's Common Stock issued and outstanding.
Sims Communications, Inc.
September 20, 1999 By Mark Bennett
President
<PAGE>
Sims Communications, Inc.
18001 cowan
Suite C & D
Irvine CA 92614
(949) 261-6665
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the annual meeting of shareholders to be held on October
14, l999, and at any and all adjournments of such meeting. If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the annual meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about September 20, 1999.
Only the holders of the Company's common stock are entitled to vote at
the meeting. Each share of common stock is entitled to one vote and votes may be
cast either in person or by proxy. A quorum consisting of one-third of the
shares entitled to vote is required for the meeting. The adoption of the
proposal to change the Company's name will require the approval of the holders
of a majority of the issued and outstanding shares of the Company's common
stock. The affirmative vote of the holders of a majority of the outstanding
shares of the Company's common stock is required to elect directors and to
approve the other proposals to come before the meeting. Cumulative voting in the
election of directors is not permitted.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of September 15, 1999, information
with respect to the only persons owning beneficially 5% or more of the
outstanding Common Stock and the number and percentage of outstanding shares
owned by each director and officer and by the Company's officers and directors
as a group. Unless otherwise indicated, each owner has sole voting and
investment power over his shares of Common Stock.
Number of Percent of
Name and Address Shares (1) Class (2)
- ---------------- ------------ -------------
Mark Bennett 224,900 1%
18001 Cowan, Suite C&D
Irvine, CA 92614
<PAGE>
Number of Percent of
Name and Address Shares (1) Class (2)
- ---------------- ------------ -------------
Michael Malet 157,802 *
18001 Cowan, Suite C&D
Irvine, CA 92614
Ian Hart 45,000 *
18001 Cowan, Suite C&D
Irvine, CA 92614
Marvin Berger 65,000 *
18001 Cowan, Suite C&D
Irvine, CA 92614
David Breslow 10,000 *
701 N. Brand, #380
Glendale, CA 91203
Julio Curra -- --
1767 Veterans Memorial Hwy. #6
Islandia, NY 11722 _______ ____
Officers and Directors as a
Group (6 persons) 507,702 3%
======= -----
* Less than 1%
(1) Excludes shares issuable prior to December 31, 1999 upon the exercise of
options or warrants granted to the following persons:
Name Options exercisable prior to December 31, 1999
---- ----------------------------------------------
Mark Bennett 1,575,500
Michael Malet 1,382,000
Ian Hart 150,000
Marvin Berger 25,000
David Breslow 10,000
Julio Curra N/A
(2) Excludes any shares issuable upon the exercise of any warrants or options or
upon the conversion of any promissory notes or other convertible securities.
ELECTION OF DIRECTORS
Unless the proxy contains contrary instructions, it is intended that the
proxies will be voted for the election of the directors listed below to serve
until the next annual meeting of shareholders and until their successors shall
be elected and shall qualify.
All nominees have consented to serve if elected. In case any nominee shall
be unable or shall fail to act as a director by virtue of an unexpected
occurrence, the proxies may be voted for such other person or persons as shall
be determined by the persons acting under the proxies in their discretion.
The Company's present officers and directors are as follows:
Name Age Position
Mark Bennett 40 President and a Director
Michael Malet 51 Executive Vice President and a Director
Ian Hart 35 Chief Financial and Accounting Officer
Marvin Berger 55 Executive Vice President of Sales and
Marketing
David Breslow 55 Director
Julio Curra 40 Director
Each director holds office until his successor is duly elected by the
stockholders. Executive officers serve at the pleasure of the Board of
Directors.
The following sets forth certain information concerning the past and
present principal occupations of the Company's officers and directors.
Mark Bennett has been the Company's President since November 1997 and has
been a Director of the Company since September 1997. Mr. Bennett has been the
President, Chief Executive Officer and a Director of Link International
Technologies, Inc., a subsidiary of the Company, since January 1996. Since April
1995 Mr. Bennett has also been the President of New View Technologies, a wholly
owned subsidiary of Link. From 1985 to 1987 Mr. Bennett was the General Manager
for MovieBar, a video vending company servicing the hotel and hospitality
industry, with installations in over 35,000 hotel rooms worldwide. In 1987 Mr.
Bennett became Vice President of International Operations and General Manager of
MovieBar and was subsequently named as President of MovieBar Company USA. In
December 1995 Mr.
Bennett resigned his position with MovieBar to co-found Link.
Michael Malet has been the Company's Executive Vice President since
November 1997 and has been a director of the Company since September 1997. Mr.
Malet has been the President of New View Technologies, Inc., a wholly owned
subsidiary of Link International Technologies, Inc., since July 1995. From 1986
to 1987 Mr. Malet was the President of Vending Control Systems, a manufacturer
of video vending machines. Mr. Malet was a Sales Manager (1987-1990) and later
President (1991-1995) of Keyosk Corporation, a Company involved on the
development and sale of intelligent on-line vending machines, including the
Company's ACDC Units.
Ian Hart has been the Company's Chief Financial Officer since October
1998. Between April 1998 and October 1998 Mr. Hart was the Chief Financial
Officer for Data Systems West. Between December 1997 and September 1998 Mr.
Hart was the Chief Financial Officer for D2 Electrical Contracting. From
August 1995 to December 1997 Mr. Hart was employed by Merrill Lynch as a
financial consultant.From March 1992 to August 1995 Mr. Hart was Vice President
of Secondary Marketing for Fallbrook Mortgage Corporation. From 1986 to 1992
Mr. Hart worked as a Certified Public Accountant in public practice and was
employed by an international accounting firm.
Marvin S. Berger joined the Company as Vice President of Sales and Marketing in
April 1998. Prior to his joining the Company Mr. Berger was Vice President of
Sales and Special Accounts with SmarTalk Telecommunications, Inc. a company at
which his involvement began during the founding stages. Mr. Berger has held
marketing and management positions at IBM, Data General Corporation and Visage
Corporation.
David Breslow has been a director of the Company since March 1999. Since
1996 Mr. Breslow has been the President and Executive Director of United
Pharmacists Network, Inc., a corporation involved in purchasing, management and
other services to pharmacies. Between 1976 and 1995 Mr. Breslow owned and
managed various pharmacies in the Los Angeles, California metropolitan area.
Julio Curra has been a director of the Company since March 1999. Since
1996 Mr. Curra has been the president of All-Line Communications, Inc., a
corporation involved in telecommunication sales. Between 1987 and 1996 Mr. Curra
was the president of Julio Curra & Associates, a firm also involved in
telecommunication sales.
All of the Company's officers devote substantially all of their time on the
Company's business. Mr. Breslow and Mr. Curra, as directors, devote only a
minimal amount of time to the Company.
Change in Directors
In February 1999 Chet Howard, George Pursglove and Cornelia Eldridge
resigned as directors of the Company. In March 1999 David Breslow and Julio
Curra were named directors of the Company.
Committees
In September 1997 the Company established an Audit Committee. The
members of the Audit Committee during the year ending June 30, 1998 were Mark
Bennett, Chet Howard and George Pursglove. The Audit Committee (i) recommends to
the Board of Directors a firm of independent public accountants to conduct the
annual audit of the Company's financial statements, (ii) reviews with such
accounting firm the scope and result of annual audits and the adequacy of the
Company's internal controls, and (iii) otherwise oversees the auditor's review
of management controls and the Company's financial performance. During the
fiscal year ending June 30, 1998, the Audit Committee met once. All members of
the Audit Committee attended these meetings. The present members of the Audit
Committee are Mark Bennett and David Breslow.
In March 1998 the Company established a Compensation Committee. The
members of the Compensation Committee during the year ended June 30, 1998 were
Mark Bennett, George Pursglove and Chet Howard. The Compensation Committee
reviews the compensation of the Company's senior management and recommends any
changes in such compensation to the Board of Directors, as well as administers
the Company's Stock Option Plans, Stock Bonus Plan, and other compensation
programs. The Compensation Committee met twice during the fiscal year ending
June 30, 1998. All members of the Compensation Committee attended these
meetings. The present members of the Compensation Committee are Mark Bennett and
David Breslow.
<PAGE>
Executive Compensation
The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of the Company, and (ii) by each other
executive officer of the Company who received in excess of $100,000 during the
fiscal year ended June 30, 1998.
Other
Annual Restric-
Compen- ted stock Options
Name and Fiscal Salary Bonus sation Awards Granted
Principal Position Year (1) (2) (3) (4) (5)
Mark Bennett 1998 $111,350 -- $8,400 93,750 560,500
President and
Chief Executive
Officer
Michael Malet 1998 $100,923 -- $8,400 81,250 457,000
Executive Vice
President
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represents automobile allowances.
(4) During the year ending June 30, 1998, the shares of the Company's common
stock issued as compensation for services.
The table below shows the number of shares of the Company's Common Stock
owned by the officers listed above, and the value of such shares as of June 30,
1998.
Name Shares Value
Mark Bennett 224,900 $393,575
Michael Malet 157,802 $276,154
(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the year ending June 30, 1998.
Mr. Bennett and Mr. Malet became officers of the Company in November 1997.
<PAGE>
Options Granted
The following tables set forth information concerning the options granted
during the fiscal year ended June 30, 1998 to the Company's officers and
directors, and the fiscal year-end value of all unexercised options (regardless
of when granted) held by these persons. As of June 30, 1999 none of the options
listed in table below have been exercised.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number of Value
% of Total Securities of Un-
Options Underlying exercised
Granted to Exercise Unexercised In-the-Money
Options Employees in Price Per Expiration Options at Options at
Name Granted(1) Fiscal Year Share Date FY End(#) FY End ($)
- ------ ----------- ----------- -------- --------- -------------- -------------
Mark Bennett 560,500 38.5% $1.50 5/29/03 560,500 $140,000
Michael Malet 457,000 31.4% $1.50 5/29/03 457,000 $114,250
</TABLE>
(1)Represents shares issuable upon exercise of options. All options were
exercisable at June 30, 1998.
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
Except as provided in the Company's employment agreements with its
executive officers, the Company does not have a defined benefit, pension plan,
profit sharing or other retirement plan, although the Company may adopt one or
more of such plans in the future.
Compensation of Directors
Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company expects
to adopt a director compensation policy in the future. The Company has no
standard arrangement pursuant to which directors of the Company are compensated
for any services provided as a director or for committee participation or
special assignments.
Other Arrangements. During the year ending June 30, 1998 the Company
issued shares of common stock to the following former directors in consideration
of services rendered to the Company:
<PAGE>
Shares
Name Issued(1)
Chet Howard 25,000
George Pursglove 37,500
(1) Certain of these shares were issued pursuant to the Company's Stock Bonus
Plan. See "Stock Option and Bonus Plans" below.
See the table titled "Options Granted" above for information concerning
stock options granted to the Company's officers and directors.
Except as disclosed elsewhere in this prospectus, no director of the
Company received any form of compensation from the Company during the year ended
June 30, 1998.
Stock Option and Bonus Plans
The Company's Incentive Stock Option Plans, Non-Qualified Stock Option
Plans and Stock Bonus Plans are collectively referred to in this proxy statement
as the "Plans". The following sets forth certain information as of September 15,
1999 concerning the stock options and stock bonuses granted by the Company
pursuant to the Plans. Each option represents the right to purchase one share of
the Company's Common Stock.
<TABLE>
<S> <C> <C> <C> <C>
Total Shares Remaining
Shares Reserved for Shares Options/
Reserved Outstanding Issued As Shares
Name of Plan Under Plan Options Stock Bonus Under Plans
1998 Incentive Stock Option Plan 1,500,000 691,000 N/A 809,000
1996 Non-Qualified Stock Option Pla 1,500,000 607,000 N/A 893,000
1998 Non-Qualified Stock Option Pla 1,500,000 -- N/A 1,500,000
1996 and 1998 Stock Bonus Plans 1,500,000 N/A 1,497,625 2,375
1999 Stock Bonus Plan 900,000 N/A 46,571 853,429
</TABLE>
Incentive Stock Option Plan.
The 1998 Incentive Stock Option Plan authorizes the issuance of options to
purchase up to 1,500,000 shares of the Company's Common Stock. The Incentive
Stock Option Plan will remain in effect until 2008 unless terminated earlier by
action of the Board. Only officers, directors and key employees of the Company
may be granted options pursuant to the Incentive Stock Option Plan.
In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:
<PAGE>
1. Options granted pursuant to the Plan must be exercised no later than:
(a) The expiration of thirty (30) days after the date on which an option
holder's employment by the Company is terminated.
(b) The expiration of one year after the date on which an option holder's
employment by the Company is terminated, if such termination is due to the
Employee's disability or death.
2. In the event of an option holder's death while in the employ of the
Company, his legatees or distributees may exercise (prior to the option's
expiration) the option as to any of the shares not previously exercised.
3. The total fair market value of the shares of Common Stock (determined
at the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.
4. Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the Common
Stock of the Company may not be exercisable by its terms after five years from
the date of grant.
5. The purchase price per share of Common Stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning the Company's stock which
represents more than 10% of the total combined voting power of all classes of
stock).
Non-Qualified Stock Option Plans.
The Non-Qualified Stock Option Plans collectively authorize the issuance
of options to purchase up to 3,000,000 shares of the Company's Common Stock. The
Company's employees, directors, officers, consultants and advisors are eligible
to be granted options pursuant to the Plans, provided however that bona fide
services must be rendered by such consultants or advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price and expiration date are determined by the
Committee.
Stock Bonus Plans.
Up to 2,400,000 shares of Common Stock may be granted under the Company's
Stock Bonus Plans. Such shares may consist, in whole or in part, of authorized
but unissued shares, or treasury shares. Under the Stock Bonus Plans, the
Company's employees, directors, officers, consultants and advisors are eligible
to receive a grant of the Company's shares; provided, however, that bona fide
services must be rendered by consultants or advisors and such services must not
be in connection with the offer or sale of securities in a capital-raising
transaction.
<PAGE>
The Company, in accordance with the terms of its Stock Bonus Plans, has
issued shares of Common Stock to certain Company officers, employees and
consultants. During the fiscal years indicated, the following persons (including
former officers and directors) received shares of the Company's common stock as
stock bonuses:
Shares Issued as Stock Bonus
Name 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
Mark Bennett 18,750
Michael Malet 5,000 16,250
Other employees and
consultants as a group 461,250 111,875 174,000 710,500 46,571
------- ------- ------- ------- ------
461,250 116,875 209,000 710,500 46,571
======= ======= ======= ======= ======
Other Information Regarding the Plans.
The Plans are administered by the Company's Board of Directors. The Board
of Directors has the authority to interpret the provisions of the Plans and
supervise the administration of the Plans. In addition, the Board of Directors
is empowered to select those persons to whom shares or options are to be
granted, to determine the number of shares subject to each grant of a stock
bonus or an option and to determine when, and upon what conditions, shares or
options granted under the Plans will vest or otherwise be subject to forfeiture
and cancellation.
In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled. In the discretion of
the Board of Directors payment for the shares of Common Stock underlying options
may be paid through the delivery of shares of the Company's Common Stock having
an aggregate fair market value equal to the option price, provided such shares
have been owned by the option holder for at least one year prior to such
exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Board of Directors.
Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.
The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner it
deems appropriate, provided that such amendment, termination or suspension
cannot adversely affect rights or obligations with respect to shares or options
previously granted.
<PAGE>
The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.
Transactions with Management Effective January 30, 1998 the Company issued
550,000 shares of its common stock to the shareholders of Moviebar, Incorporated
and Vectorvision, Incorporated in consideration for the acquisition of a
business known as "Movie Vision." Movie Vision rents video cassettes, primarily
containing motion pictures, through automated dispensing units in hotels. Movie
Vision currently has video cassette dispensing machines in approximately 140
hotels in the United States. For financial statement purposes, the acquisition
of Movie Vision was valued at $1,100,000. Mark Bennett, the President and a
director of the Company, was shareholder of both Moviebar, Incorporated and
Vectorvision, Incorporated and received 55,000 shares of the Company's common
stock in connection with this transaction.
During the fiscal 1998 the Company issued 18,750 shares of its common
stock to David Markowski, a former officer of the Company, in consideration for
services provided to the Company. The Company also issued Mr. Markowski 6,250
shares of common stock pursuant to the Company's stock bonus plan.
See "Stock Option and Bonus Plans" above for information concerning stock
options and stock bonuses granted to the Company's present officers and
directors.
PROPOSAL TO CHANGE THE NAME OF THE COMPANY
When the Company was formed in 1995, the Company's business involved the
rental of cellular telephones. Since then, the Company has evolved such that the
primary business of the Company is now electronic transaction processing with a
primary focus on the healthcare industry. As a result, the Company's management
believes the name of the Company should be changed to reflect the Company's
present business focus and recommends the approval of the proposal to change the
Company's name to Medcom USA, Incorporated.
PROPOSAL TO RATIFY ADOPTION OF 1998 INCENTIVE STOCK OPTION PLAN
Shareholders are being requested to ratify the adoption of the Company's
1998 Incentive Stock Option Plan ("the 1998 Plan"). The purpose of the 1998 Plan
is to furnish additional compensation and incentives to the Company's officers
and employees.
The 1998 Plan will authorizes the issuance of up to 1,500,000 shares of
the Company's common stock to persons that exercise options granted pursuant to
the 1999 Plan. As of the date of this Proxy Statement the Company had granted
options to purchase 691,000 shares of common stock pursuant to the 1998 Plan.
<PAGE>
The 1998 Plan was adopted by the Board of Directors on October 12, 1998.
Any options granted under the 1998 Plan must be granted before October 12, 2008.
The Board of Directors recommends that the shareholders of the Company approve
the adoption of the 1998 Plan.
PROPOSAL TO RATIFY ADOPTION OF 1998
NON-QUALIFIED STOCK OPTION PLAN
Shareholders are being requested to ratify the adoption of the Company's
1998 Non-Qualified Stock Option Plan ("the 1998 Non-Qualified Plan"). The
Company's employees, directors and officers, and consultants or advisors to the
Company are eligible to be granted options pursuant to the 1998 Non-Qualified
Plan as may be determined by the Company's Compensation Committee which
administers the Plan, provided however that bona fide services must be rendered
by such consultants or advisors and such services must not be in connection with
the offer or sale of securities in a capital-raising transaction. The 1998
Non-Qualified Plan will function and be administered in the same manner as the
Company's 1996 Non-Qualified Plan.
The 1998 Non-Qualified Plan authorizes the issuance of up to 1,500,000
shares of the Company's common stock to persons that exercise options granted
pursuant to the Plan. As of the date of this Proxy Statement, no options have
been granted pursuant to the 1998 Non-Qualified Plan.
The 1998 Non-Qualified Plan was adopted by the Board of Directors on
October 12, 1998. The Board of Directors recommends that the shareholders of the
Company ratify the adoption of the 1998 Non-Qualified Plan.
PROPOSAL TO RATIFY ADOPTION OF 1999 STOCK BONUS PLAN
Shareholders are being requested to ratify the adoption of the Company's
1999 Stock Bonus Plan ("the 1999 Stock Bonus Plan"). The purpose of the 1999
Stock Bonus Plan is to furnish additional compensation and incentives to the
Company's officers, employees, consultants and advisors.
The 1999 Stock Bonus Plan authorizes the issuance of up to 900,000 shares
of the Company's Common Stock to persons granted stock bonuses pursuant to the
1999 Stock Bonus Plan. As of the date of this Proxy Statement 46,571 shares have
been granted pursuant to the 1999 Stock Bonus Plan.
The 1999 Stock Bonus Plan was adopted by the Board of Directors on October
12, 1999. The 1999 Stock Bonus Plan will function and be administered in the
same manner as the Company's other Stock Bonus Plans. The Board of Directors
recommends that the shareholders of the Company ratify the adoption of the 1999
Stock Bonus Plan.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ehrardt Keefe Steiner & Hottman PC,
independent certified public accountants, to audit the books and records of the
Company for the 1999 fiscal year. Ehrardt Keefe Steiner & Hottman PC served as
the Company's independent public accountants for the fiscal year ended June 30,
1998. A representative of Ehrardt Keefe Steiner & Hottman PC is not expected to
be present at the shareholders' meeting.
<PAGE>
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending June 30, 1998
will be sent to any shareholder of the Company upon request. Requests for a copy
of this report should be addressed to the Secretary of the Company at the
address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders to be held after
the Company's fiscal year ending June 30, 1999 must be received by the Secretary
of the Company not later than July 1, 2000.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense. The Company's annual report, including financial
statements for the 1998 fiscal year, is included in this mailing.
Management of the Company does not intend to present and does not have
reason to believe that others will present any other items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
Please complete, sign and return the enclosed proxy promptly. No postage
is required if mailed in the United States.
<PAGE>
SIMS COMMUNICATIONS INC
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders, to be held October 14, 1999, 10:00
A.M. local time, at 18001 cowan, Suite C & D, Irvine CA 92614, and hereby
appoints Mark Bennett or Michael Malet, each with the power of substitution, as
Attorneys and Proxies to vote all the shares of the undersigned at said Special
Meeting of stockholders and at all adjournments thereof, hereby ratifying and
confirming all that said Attorneys and Proxies may do or cause to be done by
virtue hereof. The above named Attorneys and Proxies are instructed to vote all
of the undersigned's shares as follows:
(1) To elect the directors who shall constitute the Company's Board of
Directors for the ensuing year.
___
/__/ For all nominees listed below (except as marked to the contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW
___
/__/ WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Mark Bennett Michael Malet David Breslow Julio Curra
(2) To approve an amendment to the Company's Articles of Incorporation
whereby the name of the Company will be changed to Medcom USA Incorporated.
____ FOR _____ AGAINST _____ ABSTAIN
(3) To ratify the adoption of the Company's 1999 Incentive Stock Option Plan.
____ FOR _____ AGAINST _____ ABSTAIN
(4) To ratify the adoption of the Company's 1999 Non-Qualified Stock Option
Plan.
____ FOR _____ AGAINST _____ ABSTAIN
<PAGE>
(5) To ratify the adoption of the Company's 1999 Stock Bonus Plan.
____ FOR _____ AGAINST _____ ABSTAIN
(6) To ratify the appointment of Ehrardt Keefe Steiner & Hottman PC as the
Company's independent accountants for the fiscal year ending June 30, 1999
____ FOR _____ AGAINST _____ ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS
PROXY WILL BE VOTED IN FAVOR OF ITEMS 1 THROUGH 6.
Dated this ___ day of __________, 1999.
---------------------------------
(Signature)
---------------------------------
(Signature)
Please sign
your name exactly as it appears on
your stock certificate. If shares
are held jointly, each holder should
sign. Executors, trustees, and other
fiduciaries should so indicate when
signing.
Please Sign, Date and Return this
Proxy so that your shares may be
voted at the meeting.
