PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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AmTec, Inc.
- - -----------------------------------------------------------------------------
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AmTec, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: Friday September 24, 1999
Time: 10:00 a.m., EST
Place: AmTec, Inc.
599 Lexington Avenue, 44th Floor
New York, New York 10022-6030
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
AmTec, Inc. (the "Company") to:
1. elect directors;
2. ratify the appointment of Deloitte & Touche LLP as independent
public accountants; and
3. conduct any other business properly brought before the meeting.
The record date for the meeting is July 27, 1999. Only stockholders at the
close of business on the record date are entitled to vote at the Annual
Meeting.
THIS VOTE IS IMPORTANT. ACCOMPANYING THIS NOTICE ARE A PROXY AND A PROXY
STATEMENT. PLEASE VOTE NOW BY PROXY EVEN IF YOU PLAN TO ATTEND THE MEETING
BY SIGNING, DATING AND MAILING YOUR PROXY CARD IN THE ENCLOSED ENVELOPE.
I look forward to seeing you at the meeting.
Sincerely,
Joseph R. Wright, Jr.
Chairman of the Board
AMTEC, INC.
599 LEXINGTON AVENUE, 44TH FLOOR
NEW YORK, NEW YORK 10022-6030
--------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 1999
* * * * * * * * *
This Proxy Statement is being furnished to the stockholders of the
Company in connection with the solicitation of proxies by and on behalf of
the Board of Directors of the Company. The proxies solicited hereby are to
be voted at the Meeting to be held on Friday September 24, 1999 at 599
Lexington Avenue, 44th Floor, New York, New York 10022-6030, or at any and
all adjournments thereof.
This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders on or about September 7, 1999.
The Company will bear the expenses of this solicitation of
proxies. It is expected that only solicitations by mail will be used,
except that Directors, Officers or regular employees of the Company may
solicit proxies personally, by telephone or by facsimile. The Company may
pay brokers and other custodians, nominees and fiduciaries their reasonable
expenses for sending proxy materials to principals and obtaining their
proxies.
On July 27, 1999, the outstanding voting securities of the Company
consisted of 32,045,468 shares of Common Stock, $0.001 par value per share
("Shares"), each share of which is entitled to one vote. Only shareholders
of record at the close of business on July 27, 1999 will be entitled to
vote at the meeting.
THE MEETING
PURPOSE OF THE MEETING
The Company's common stockholders will be asked at the Annual Meeting to:
1. elect directors;
2. ratify the appointment of Deloitte & Touche LLP as independent
public accountants; and
3. conduct any other business properly brought before the meeting.
WITH RESPECT TO THE ELECTION OF THE SEVEN NOMINEES FOR DIRECTORS
OF THE COMPANY, YOUR DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF (I.E.
"FOR") THEIR ELECTION.
WITH RESPECT TO THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
MARCH 31, 2000, YOUR DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR (I.E.
"FOR") THEIR RATIFICATION.
DATE, PLACE AND TIME
The Annual Meeting will be held at 599 Lexington Avenue, 44th
floor, New York, New York 10022-6030 on September 24, 1999 at 10:00 a.m.
EST.
RECORD DATE AND QUORUM
The record date for the meeting is July 27, 1999. On that date
32,045,468 Shares were outstanding. A majority of those Shares (a quorum)
must be present, in person or by proxy, to conduct business at the meeting.
Abstentions and broker non-votes are counted as present in determining
whether there is a quorum.
VOTE REQUIRED
You are entitled to one vote for each Share you held of record at
the close of business on the record date. Directors are elected by a
plurality of votes, which means that the nominees who receive the highest
number of votes will be elected. At the Annual Meeting, the six nominees
who receive the highest number of votes will be elected as Directors of the
Company. Each other matter voted on at the Annual Meeting will be approved
if a majority of the outstanding Shares present at the meeting in person or
by proxy and entitled to vote thereon, vote in favor of such matter. With
respect to the election of Directors, abstentions and broker non-votes are
not votes cast and are not counted in determining whether a nominee is
elected. With respect to matters other than the election of Directors,
abstentions and broker non-votes are treated as shares present or
represented and entitled to vote on such matters and thus have the same
effect as negative votes. Inspectors of election appointed by the Board
will tabulate the votes cast. Any stockholder executing a proxy has the
power to revoke the proxy at any time prior to its exercise. A proxy may be
revoked prior to exercise by (a) filing with the Company a written
revocation of the proxy; (b) appearing at the Annual Meeting and casting a
vote contrary to that indicated on the proxy; or (c) submitting a duly
executed proxy bearing a later date.
PROXY VOTING
Your proxy card represents the Shares you hold of record. You can
authorize the individuals named on your proxy card to vote your shares by
signing, dating and mailing your proxy card. Your Shares will then be voted
at the meeting as you specify or, if you do not specify a choice, as
recommended by the Board. You may revoke your proxy by voting in person at
the meeting, or by submitting a written revocation or a later dated proxy
that is received by the Company before the meeting.
ELECTION OF DIRECTORS
(PROPOSAL 1)
A full board of seven directors will be elected to serve as
follows: R. Tim McNamar, Marvin Rosen and Joel Schleicher will serve until
the Annual Meeting for the 2003 fiscal year; Michael Wilson and James
Lilley will serve until the Annual Meeting for the 2001 fiscal year; and
Joseph Wright and Richard Braddock will serve until the Annual Meeting for
the 2002 fiscal year, or until their successors are elected and qualified
or until the expiration of the respective terms of office of each class.
Unless you specify otherwise, your proxy will be voted for the election of
the nominees names below, all of whom are now Directors. If any nominee
become unavailable, your proxy will be voted for a new nominee designated
by the Board unless the Board reduces the number of directors to be
elected.
The nominees for the Board of Directors are:
R. TIM MCNAMAR
Age: 60
First Elected 1996
Experience: AmTec - President (since 1999) & Vice Chairman (since 1996)
International Franchise - Chairman (1995-1997)
Oppenheimer & Co. - Managing Director (1991-1994)
Bank of New England Corporation - Vice Chairman (1990-1991)
Conover & McNamar - Managing Director (1986-1990)
U.S. Department of Treasury - Deputy Secretary (1981-1985)
MARVIN S. ROSEN
Age: 58
First Election: 1999
Experience: Greenberg Traurig, P.A. - Principal Shareholder, Member
of the Executive Committee (since 1983)
Children's Health Fund - Director (since 1994)
Robert F. Kennedy Memorial (Washington, D.C.) - Director
(since 1995)
Bio-Medical Disposal, Inc. - Director (since 1998)
Fusion Telecommunications International - Director
(since 1997); Vice Chairman (since December 1998)
Democratic National Committee - Finance Chairman (1995-1997)
JOEL A. SCHLEICHER
Age: 47
First Elected: August 1999
Experience: Exp@nets, Inc. - President, Chief Executive Officer and
Director (since 1998)
ProCommunications, Inc. - President, Chief Executive
Officer and Director - 1996 to 1997
Nextel Communications, Inc.- Chief Operating Officer,
President and Director - 1989 to 1995
If the proposal is approved and the nominees listed above are
elected as Directors, R. Tim McNamar, Marvin Rosen and Mr. Schleicher will
serve until the Annual Meeting for the 2003 fiscal year; Michael Wilson and
James Lilley will serve until the Annual Meeting for the 2001 fiscal year;
and Joseph Wright and Richard Braddock will serve until the Annual Meeting
for the 2002 fiscal year. Abstentions, broker non-votes, and instructions
on the accompanying proxy card to withhold authority to vote for one or
more of the nominees will result in the respective nominees receiving fewer
votes. If for any reason any nominee should, prior to the Annual Meeting
become unavailable for election as a director, an event not now
anticipated, the proxies will be voted for such substitute nominee, if any,
as may be recommended by the Board. In no event, however, shall the proxies
be voted for a greater number of persons than the number of nominees named.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors has appointed Deloitte & Touche LLP
("Deloitte & Touche") as the Company's independent auditors for the fiscal
year ending March 31, 1999, subject to ratification by the stockholders.
Effective December 6, 1996, the Company appointed Deloitte & Touche to
replace Singer & Lewak Greenbaum & Goldstein LLP ("Singer Lewak") as the
Company's independent auditors.
The Company did not, during the fiscal year ended March 31, 1996,
consult with Deloitte & Touche regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's financial
statements. A representative of Deloitte & Touche is expected to be present
at the Meeting and will have an opportunity to make a statement if he
desires to do so and will be available to respond to appropriate questions
from the Company's stockholders.
YOUR DIRECTORS RECOMMED A VOTE IN FAVOR OF THE
APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common
Stock as of March 31, 1999 by : (i) each person known by the Company to
beneficially own 5% or more of the outstanding Shares, (ii) each director
of the Company, (iii) each Named Executive Officer of the Company, and (iv)
all directors and executive officers of the Company as a group. Unless
otherwise indicated below, to the knowledge of the Company, all persons
listed below have sole voting and investment power with respect to their
Shares, except to the extent authority is shared by spouses under
applicable law. The information set forth in the table and accompanying
footnotes has been furnished by the named beneficial owners:
NAME OF BENEFICIAL OWNER NO. OF SHARES PERCENT (1)
------------------------ ------------- -----------
Joseph R. Wright, Jr. (2) 6,515,144 21.13%
R. Tim McNamar (3) 525,000 1.70%
Richard S. Braddock (4) 231,092 *
James R. Lilley (5) 78,574 *
Michael H. Wilson (6) 125,722 *
Marvin S. Rosen (7) 1,276,530 4.14%
Michael J. Lim (8) 1,181,900 3.83%
Albert G. Pastino (9) 621,057 2.01%
James F. O'Brien (10) 446,875 1.45%
Xiao Jun (11) 525,000 1.70%
All executive officers and
directors as a group (12) 11,526,894 37.39%
Jenny Sun (13) 5,541,593 17.98%
Polmont Investments Limited (14) 5,541,593 17.98%
Occidental Worldwide Corporation (15) 5,541,593 17.98%
Max Chian Yi Sun (16) 5,541,593 17.98%
- - ----------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares subject to options
currently exercisable, or exercisable within 60 days of March 31,
1999, are deemed outstanding for computing the percentage of the
person holding such options but are not deemed outstanding for
computing the percentage of any other person.
(2) Includes 42,148 Shares held by Austin Trading Partners, LP, of which
Mr. Wright is a limited partner. Also includes options to purchase
6,000,000 Shares. The address of Mr. Wright is c/o AmTec, Inc., 599
Lexington Avenue, 44th Floor, New York, New York 10022.
(3) Includes options to purchase 500,000 Shares. The address of Mr.
McNamar is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New
York, New York 10022.
(4) Includes options to purchase 52,500 Shares. The address of Mr.
Braddock is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New
York, New York 10022.
(5) Includes options to purchase 47,500 Shares. The address of Mr. Lilley
is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New York, New
York 10022.
(6) Includes options to purchase 52,500 Shares. The address of Mr. Wilson
is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New York, New
York 10022.
(7) Includes options to purchase 12,500 Shares. The address of Mr. Rosen
is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New York, New
York 10022.
(8) Includes options to purchase 1,125,000 Shares. The address of Mr. Lim
is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New York, New
York 10022.
(9) Includes options to purchase 430,000 Shares. The address of Mr.
Pastino is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New
York, NY 10022.
(10) Includes options to purchase 446,875 Shares. The address of Mr.
O'Brien is c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New
York, NY 10022.
(11) Includes options to purchase 515,000 Shares. The address of Mr. Jun is
c/o AmTec, Inc., 599 Lexington Avenue, 44th Floor, New York, NY 10022.
(12) Includes options to purchase 9,201,017 Shares
(13) Includes 2,450,000 Shares held by Polmont Investments Limited and
2,797,691 Shares held by Occidental Worldwide Corporation of which Ms.
Sun has voting power. It also includes 293,402 Shares currently held
by Chian Jeng Sun & Chieh Siong Soon and 500 Shares held by Max Sun.
The address of Ms. Sun is 1052 North Beverly Drive, Beverly Hills, CA
90210. The Company believes that Ms. Sun is currently out of
compliance with her required filings of Statements of Beneficial
Ownership based on available information related to her ownership of
the Company's securities.
(14) Includes 2,797,691 Shares held by Occidental Worldwide Corporation and
293,402 Shares currently held by Chian Jeng Sun & Chieh Siong Soon and
500 Shares held by Max Sun. The address of Polmont Investments Limited
is c/o Havelet Trust Company, P.O. Box 3136, Road Town, Tortola,
British Virgin Islands.
(15) Includes 2,450,000 Shares held by Polmont Investments Limited and
293,402 Shares currently held by Chian Jeng Sun & Chieh Siong Soon and
500 Shares held by Max Sun. The address of Occidental Worldwide
Corporation is Mr. Vincent Lim, c/o Rabobank, Shell Tower, 1 Raffles
Place, Singapore.
(16) Includes 2,450,000 Shares held by Polmont Investments Limited and
2,797,691 Shares held by Occidental Worldwide Corporation of which Mr.
Sun has voting power. It also includes 293,402 Shares currently held
by Chian Jeng Sun & Chieh Siong Soon. The address of Mr. Sun is 126
JLN DEDAP, Taman Ampang, Selangor, Malaysia. The Company believes that
Mr. Sun is currently out of compliance with his required filings of
Statements of Beneficial Ownership based on available information
related to his ownership of the Company's securities.
MANAGEMENT
The directors of the Company currently have terms which will end
as follows: Tim McNamar, Marvin Rosen and Joel Schleicher will serve until
the Annual Meeting for the 2003 fiscal year; Michael Wilson and James
Lilley will serve until the Annual Meeting for the 2001 fiscal year; and
Joseph Wright and Richard Braddock will serve until the Annual Meeting for
the 2002 fiscal year or until their successors are elected and qualified,
subject to their prior death, resignation or removal. Officers are
appointed by and serve at the discretion of the Board of Directors, subject
to the rights of the officers under their respective employment agreements.
There are no family relationships among any of the Company's directors and
executive officers. Set forth below is certain information with respect to
the directors, director nominees and executive officers of the Company as
of July 27, 1999:
NAME AGE POSITION
---- --- ---------
Joseph R. Wright, Jr. 60 Chairman of the Board of Directors,
Chief Executive Officer
R. Tim McNamar 60 President & Chief Operating
Officer, Corporate Secretary
Richard S. Braddock 57 Director
Marvin S. Rosen 58 Director
James R. Lilley 71 Director
Michael H. Wilson 61 Director
Joel A. Schleicher 47 Director
Karin-Joyce Tjon 37 Vice President - Finance
Wilfred Chow 33 Controller & Treasurer
Xiao Jun 41 Executive Vice President - AmTec
China
JOSEPH R. WRIGHT, JR. has served as the Company's Chairman of the
Board of Directors since May 1995, Chief Executive Officer since March 1996
and President since May 1996. Mr. Wright also serves as Chairman and member
of the Board of GRC International, Inc. a U.S. public company that provides
technical information technology support to government and private
entities, Co-Chairman of Baker & Taylor Holdings, Inc., an international
book and video distribution company, and a member of the Board of PanAm
Sat, the largest private satellite operator. From 1989 to 1994, Mr. Wright
served as Executive Vice President, Vice Chairman and Director of W. R.
Grace & Co., an international chemicals and health care company, President
of Grace Energy Corporation and Chairman of Grace Environmental Company.
From 1982 to 1989, Mr. Wright held the positions of Director and Deputy
Director of the Office of Management and Budget, The White House, and was a
member of President Reagan's cabinet. Prior to 1982, he served as Deputy
Secretary, United States Department of Commerce, President of Citicorp
Retail Services and Retail Consumer Services, held posts in the United
States Department of Agriculture and the United States Department of
Commerce, and was Vice President and Partner of Booz Allen & Hamilton, a
management consulting firm. He is a former member of the President's Export
Council and a former member of the Board of Directors of Travelers;
Harcourt Brace Janovich; and Hampton University.
R. TIM MCNAMAR, prior to serving as President and Chief Operating
Officer, served as the Company's Vice Chairman of the Board of Directors
since September 1996. He was the founder and Chairman of International
Franchise, Inc., a firm that specialized in international financial
transactions, from 1995 to 1997. He was a Managing Director of Oppenheimer
& Co. from 1991 to 1994. Formerly, he was the Vice-Chairman of The Bank of
New England Corporation and subsidiaries from 1990 to 1991. Mr. McNamar
served as Deputy Secretary of the United States Treasury from 1981 to 1985.
He served in the Nixon and Ford Administrations from 1972 to 1977, where he
served as the Executive Director of the Federal Trade Commission from 1973
through 1977. Mr. McNamar is also currently a member of the Executive Board
of the Bretton Woods Committee, the Board of the Institute of the Americas,
and a member of Home EquiVest, LLC.
RICHARD S. BRADDOCK has served as a Director of the Company since
August 1997. He is Chairman and Chief Executive Officer of priceline.com, a
position he has held since August of 1998. He has served as the Chairman of
True North Communications, Inc. (a public company) from December 1997 to
January 1999. He has served as a principal of Clayton, Dubilier & Rice,
Inc. from 1994 to 1995 and as the Chief Executive Officer of Medco
Containment Services from January 1993 to December 1993. Mr. Braddock held
various positions at Citicorp from 1973 through 1992 including that of
President and Chief Operating Officer of Citicorp and its principal
subsidiary, Citibank, N.A., from January 1990 to November 1992 and as
sector executive for worldwide consumer activities from 1985 to 1990. Mr.
Braddock served as a director of Citicorp from 1985 to 1992. Mr. Braddock
serves on the Board of Directors of E*Trade Group, Inc., Eastman Kodak
Company, Cadbury Schweppes plc adr, and priceline.com, all publicly-held
companies; and NewSub Services, Inc., Prime Response Ltd. and Walker
Digital, all private companies; and of Lincoln Center for the Performing
Arts. He is a trustee of the Cancer Research Institute. Mr. Braddock
received his bachelors degree from Dartmouth College and his M.B.A from the
Harvard Graduate School of Business Administration.
JAMES R. LILLEY has served as a Director of the Company since May
1997. Ambassador Lilley is currently a resident director at the American
Enterprise Institute ("AEI") which he joined in January 1993, and has
directed the Institute for Global Chinese Affairs at the University of
Maryland since 1996. Prior to his joining AEI, Ambassador Lilley served in
President Bush's Administration as the Assistant Secretary of Defense for
International Security Affairs from November 1991 to January 1993.
Ambassador Lilley was U.S. Ambassador to the People's Republic of China
from April 1989 to May 1991, and to the Republic of Korea from 1986 to
1989. Ambassador Lilley is the co-editor of Beyond MFN: Trade with China
and American Interests and is the author of the forward for the AEI
publication, Chinese Military Modernization. He has represented Hunt Oil of
Texas and United Technologies of Hartford, Connecticut in 1979 to 1980.
Ambassador Lilley worked for Archer-Daniels-Midland Co. and Westinghouse as
a business consultant.
MICHAEL H. WILSON has served as a Director of the Company since
May 1997. He has been Vice-Chairman of RBC Dominion Securities, Inc. in
Toronto, Canada since 1995. Prior to 1994, Mr. Wilson held senior Federal
Cabinet posts with the Government of Canada in Finance, Industry, Science
and Technology and International Trade. Mr. Wilson serves on the Board of
Directors of BP Amoco plc, Manufacturers Life Insurance Company and Rio
Algom Limited. He is also active in a number of professional and community
organizations in Canada and the United States.
MARVIN S. ROSEN has served as Director of the Company since March
1999. Mr. Rosen is a Principal Shareholder and Member of the Executive
Committee of Greenberg Traurig, P.A., a national law firm. From September
1995 through January 1997, Mr. Rosen served as the Finance Chairman of the
Democratic National Committee. Mr. Rosen currently serves on the Board of
Directors of the Children's Health Fund (New York City) (since 1994), the
Robert F. Kennedy Memorial (since 1995), Bio-Medical Disposal, Inc. (since
1998) and Fusion Telecommunications International (since 1997), where he
has also been Vice-Chairman since December 1998. Mr. Rosen received his
B.S. in Commerce from the University of Virginia, his LL.B. from Dickinson
School of Law and his LL.M. in Corporations from New York University Law
School.
JOEL A. SCHLEICHER has served as a Director of the Company since
August 1999. Mr. Schleicher has been President and Chief Executive Officer
for Exp@nets since June of 1998. Exp@nets is a leading nationwide provider
of networked communication solutions to business. His previous
communications industry experience started as the Chief Operating Officer,
President and Director of Nextel Communications, Inc. from 1989 to 1995 and
subsequently with ProCommunications, Inc. from 1996 to 1997. He is a member
of the board of directors of NovAtel, Inc., a global GPS provider, since
1997; Fusion Telecommunications, an international long distance service
provider, since 1998; and TechTronic Industries, a Hong Kong based
manufacturer of consumer appliances, since 1998. Prior to Nextel, Mr.
Schleicher spent 10 years in the consumer durables and energy sectors of
industry and 4 years with KPMG Peat Marwick in various capacities. He is a
graduate from the Carlson School of the University of Minnesota.
KARIN-JOYCE TJON has served as Vice President of the Company since
April 1999 and as Financial Analyst from November 1997 through March 1999.
Prior to her joining the Company, Ms. Tjon was Associate Managing Director
of Western Pacific Capital Company, a Hong Kong based private equity fund,
from 1992 through 1997. She was a merchant banker with Eastern Atlantic
Trust of Luxemburg, based in Asia, from 1987 through January 1996, working
on a wide variety of financing transactions in the areas of project finance
and mergers & acquisitions. Ms. Tjon graduated summa cum laude from Ohio
University with a Bachelor's Degree in Management & Organizational Behavior
and a M.B.A. in Finance from Columbia University's Graduate School of
Business.
WILFRED CHOW has served as Controller/Treasurer of the Company
since June 1999 and as Controller since November 1998. Prior to joining the
Company, Mr. Chow was Regional Financial Controller for AWT World Transport
(New York) Limited from 1997 to October 1998. From August 1991 to December
1996, Mr. Chow worked for Deloitte & Touche as an auditor in Asia and the
United States. Mr. Chow holds a Bachelor's Degree (Honor) from the
University of Hong Kong in Economics and is a Certified Public Accountant
both in Hong Kong and the U.S.
XIAO JUN has served as Executive Vice President - AVIC China since
December 1995. He also served as a Director from February 1995 through
October 1997, the Company's Secretary from February 1995 to January 1996
and as Chief Financial Officer from June 1995 to May 1996. He has been the
President of Xiao Hua International, Inc., an international steel trading
business based in California since June 1993. He served as the Vice
President of ITV from December 1994 to January 1996. From March 1990 to May
1993, Mr. Xiao was the Vice President of Chong Qing Special Metals Industry
Co. From 1985 to 1990, Mr. Xiao served as an engineer and project manager
at the representative office of IBM China/HK Corp. (Beijing). Mr. Xiao
received a bachelor's degree in physics from the Beijing Polytechnic
University in 1982.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following tables set forth certain information concerning
compensation for the fiscal years ended March 31, 1999, 1998 and 1997 of
certain of the Company's executive officers, including the Company's Chief
Executive Officer and all executive officers whose total annual salary and
bonus exceeded $100,000, (the "Named Executive Officers").
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------------ -------------------
Name and Other Annual Stock Options/
Principal Position Year Salary ($) Bonus ($) Compensation Awards ($) SARS (#)
------------------ ---- ---------- --------- ------------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Wright, Jr. 1999 483,333 (2)$35,000
Chief Executive 1998 392,967 50,000 (2)$30,000
Officer(1) 1997 256,250 (2)$30,000 $281,250 3,000,000
R. Tim McNamar 1999 100,000
Vice Chairman (3) 1998 100,000 (4)$37,500
1997 500,000
Michael J. Lim 1999 307,500 50,000
Executive Vice 1998 253,417 75,000 250,000
President (5) 1997 167,333
Albert G, Pastino 1999 205,000 30,000
Senior Vice 1998 125,000 50,000 467,500
President, Chief 1997
Financial Officer &
Treasurer (6)
James F. O'Brien 1999 222,916
Senior Vice 1998 125,000 50,000 467,500
President, General 1997
Counsel &
Corporate Secretary (7)
Xiao Jun 1999 175,000
Executive Vice 1998 175,000
President-AVIC 1997 123,958
China (8)
- - -----------------
(1) Mr. Wright has served as the Company's Chief Executive Officer
since March 14, 1996. He joined the Company as the Chairman of the
Board of Directors on May 1, 1995.
(2) During fiscal 1996, 1997 and 1998, the Company paid approximately
$30,000 per year on behalf of Mr. Wright for certain personal tax
and accounting services rendered by third parties for Mr. Wright.
(3) Mr. McNamar joined the Company on September 3, 1996 as Vice
Chairman of the Board of Directors.
(4) Mr. McNamar received 25,000 shares of the Company's Common Stock
pursuant to his terms of employment with the Company, such shares
having a value of $37,500 at the time of issuance in September
1997.
(5) Mr. Lim joined the Company as the Executive Vice President -
Operations on November 7, 1995 and served as the Company's Chief
Financial Officer from May 1996 through June 15, 1997. Mr. Lim
resigned as of June 30, 1999.
(6) Mr. Pastino joined the Company as the Senior Vice President and
Chief Financial Officer on June 16, 1997. He became the Treasurer
of the Company on December 8, 1997. Mr. Pastino resigned as of
June 30, 1999 on a full-time basis but remains involved with the
Company as a Consultant.
(7) Mr. O'Brien joined the Company as Senior Vice President and
General Counsel on June 16, 1997. He became the Secretary of the
Company on May 14, 1998. Mr. O'Brien resigned as of March 31,
1999.
(8) Mr. Xiao joined the Company in 1995 as the Executive Vice
President of AVIC-China.
</TABLE>
OPTION AND SAR (AS DEFINED BELOW) GRANTS DURING LAST FISCAL YEAR
The Company issued 375,000 stock options at fair market value and
no SARs to its Named Executive Officers during the fiscal year ended March
31, 1999.
OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information regarding
option exercises by the Named Executive Officers during the fiscal year
1999 and options held by such Named Executive Officers on March 31, 1999:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End (1)
-------------------------- ----------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Wright, Jr. - - 6,000,000 200,000 $3,262,500 $112,500
R. Tim McNamar - - 500,000 - - -
Michael J. Lim - - 1,125,000 225,000 1,173,438 142,188
Albert G. Pastino - - 430,000 112,500 - 42,188
James F. O'Brien - - 446,875 88,125 - -
Xiao Jun - - 515,000 - 559,488 -
- - ----------------
(1) Based on a per share price of $1.4375, the closing price of the
Common Stock as reported on the American Stock Exchange on March
31, 1999, minus the exercise price of the option, multiplied by
the number of shares underlying the Option.
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with two of its
executive officers, Messrs. Joseph R. Wright, Jr. which superseded his
earlier agreement, and R. Tim McNamar.
The Company entered into a two year employment agreement dated as
of January 1, 1999, with Joseph R. Wright, Jr., pursuant to which Mr.
Wright agreed to serve as the Company's Chairman of the Board of Directors,
Chief Executive Officer and to operate out of the Company's executive
offices located in New York, New York. The agreement provides for an annual
base salary of $450,000, ten year options to purchase 200,000 shares of
Common Stock at an exercise price of $0.875 (the market price at the date
of grant), vesting over a two year period, and a stock award of 100,000
shares of Common Stock.
On September 6, 1996, the Company entered into a one-year verbal
employment agreement with R. Tim McNamar pursuant to which Mr. McNamar will
serve as Vice Chairman of the Company. He received 25,000 shares of the
Company's Common Stock upon commencing employment. Initially, Mr. McNamar
was part time, and negotiated to receive a contingent success fee for
financings he introduced or arranged for the Company. On October 1, 1996
Mr. McNamar became a full time employee and waived his rights to any
success fees. In his part time capacity, Mr. McNamar was issued an option
to purchase 250,000 shares of the Company's Common Stock at an exercise
price of $1.50 per share on September 6, 1996. He received an additional
option for 250,000 shares at an exercise price of $1.50 per share when he
became a full time employee on October 1, 1996. The exercise price of the
options were based on the market value of the Common Stock on the date of
grant. The Company and Mr. McNamar signed a three-year employment agreement
on June 30, 1999 whereby Mr. McNamar will serve as President and Chief
Operating Officer of the Company. The agreement provides for a base salary
of $150,000 and ten year options to acquire 200,000 shares of the Company's
Common Stock at an exercise price at the fair market value of the Company's
Common Stock at the date of grant, vesting over a two year period.
DIRECTORS COMPENSATION
The Company maintains a policy of compensating its outside
directors for serving as members of the Company's Board of Directors. The
compensation paid to unaffiliated directors is based on stock grants and
stock option grants through the Company's Stock Option Plans.
As of the date of this Proxy Statement, for their services as
Directors of the Company, 10,000 shares of the Common Stock and 57,500
options had been granted to each of Messrs. Braddock and Wilson, and Mr.
Lewis has 40,000 options and Mr. Lilley has 52,500 options. When Mr. Rosen
joined the Board on March 11, 1999, he received 10,000 shares and options
to purchase 10,000 shares at the market price on the day it was granted. He
received 7,500 options for his services at the board meetings.
Directors and Officers Liability Insurance. The Company has
obtained directors' and officers' liability insurance with an aggregate
liability for the policy year, inclusive of costs of defense, in the amount
of $3,000,000. The insurance policy ended April 2, 1999 and was renewed
April 12, 1999. The current policy will expire March 31, 2000.
Indemnification of Officers and Directors. The Company's
Certificate of Incorporation and Bylaws designate the relative duties and
responsibilities of the Company's officers, establish procedures for
actions by directors and stockholders and other items. The Company's
Certificate of Incorporation and Bylaws also contain extensive
indemnification provisions that will permit the Company to indemnify its
officers and directors to the maximum extent provided by Delaware law.
In addition, the Company has adopted a form of indemnification
agreement (the "Indemnification Agreement") which provides the indemnitee
with the maximum indemnification allowed under applicable law. The Company
has not entered into Indemnification Agreements with any of its directors,
executives, employees or consultants as of the date of this Report. Since
the Delaware statute is non-exclusive, it is possible that certain claims
beyond the scope of the statute may be indemnifiable. The Indemnification
Agreements provide a scheme of indemnification which may be broader than
that specifically provided by Delaware law. It has not yet been determined,
however, to what extent the indemnification expressly permitted by Delaware
law may be expanded, and therefore the scope of indemnification provided by
the Indemnification Agreements may be subject to future judicial
interpretation.
The Indemnification Agreement provides, in pertinent part, that
the Company shall indemnify an indemnitee who is or was a party or is
threatened, pending or completed action or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that the
indemnitee is or was a director, officer, key employee or agent of the
Company or any subsidiary of the Company. The Company shall advance all
expenses, judgments, fines, penalties and amounts paid in settlement
(including taxes imposed on indemnitee on account of receipt of such
payouts) incurred by the indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action or proceeding
as described above. The indemnitee shall repay such amounts advanced only
if it shall be ultimately determined that he or she is not entitled to be
indemnified by the Company. The advances paid to the indemnitee by the
Company shall be delivered within 20 days following a written request by
the indemnitee. Any award of indemnification to an indemnitee, if not
covered by insurance, would come directly from assets of the Company,
thereby affecting a stockholder's investment.
Termination of Employment and Change of Control Agreements. Except
as set forth in employment agreements and stock option agreements of
certain employees of the Company and its subsidiaries, the Company has no
compensatory plans or arrangements which relate to the resignation,
retirement or any other termination of an executive officer or key employee
with the Company or a change in control of the Company or a change in such
executive officer's or key employee's responsibilities following a change
in control.
STOCK OPTION PLANS
As of February 8, 1995, the Company's Board of Directors and
stockholders approved the Company's 1995 Stock Option Plan (the "1995 Stock
Option Plan") in connection with the closing of the transactions
contemplated by the Reorganization Agreement. The Company has reserved up
to 500,000 shares of Common Stock for issuance under the 1995 Stock Option
Plan. The Company has granted options to purchase up to 385,000 shares of
Common Stock under the 1995 Stock Option Plan, 260,000 of which have been
exercised as of June 25, 1999.
The 1996 Stock Option Plan (the "1996 Stock Option Plan" and
together with the 1995 Stock Option Plan, the "Stock Option Plans") was
adopted by the Board of Directors on March 14, 1996 and by the Company's
stockholders on May 7, 1996 and amended on January 1, 1999. The Company has
reserved for issuance thereunder an aggregate of 12,000,000 shares of
Common Stock. The Company has granted options to purchase up to 9,867,602
shares of Common Stock under the 1996 Stock Option Plan, 10,000 of which
have been exercised. Of the 9,867,602 options granted as of the date of
this Report, 9,241,994 options have vested, and the remaining 625,608
options may vest subject to certain schedules. The Board of Directors has
approved a provision in the 1996 Stock Option Plan which will place a
6,000,000 share limit on the number of options that may be granted under
the 1996 Stock Option Plan to an employee in the fiscal year ended March
31, 1996, and a 1,500,000 share limit in each fiscal year thereafter.
A description of each of the Company's Stock Option Plans is set
forth below. The description is intended to be a summary of the material
provisions of the Company's Stock Option Plans and does not purport to be
complete.
Administration of and Eligibility Under Stock Option Plans. Each
of the Stock Option Plans, as adopted, provides for the issuance of options
to purchase shares of Common Stock to officers, directors, employees,
independent contractors and consultants of the Company and its
subsidiaries. The Stock Option Plans authorize the issuance of incentive
stock options ("ISOs"), and non-qualified stock options ("NSOs") and stock
appreciation rights ("SARs") to be granted by a committee (the "Committee")
to be established by the Board of Directors to administer the Stock Option
Plans.
Subject to the terms and conditions of the Stock Option Plans, the
Committee will have the sole authority to determine: (a) the persons
("optionees") to whom options to purchase shares of Common Stock and SARs
will be granted, (b) the number of options and SARs to be granted to each
such optionee, (c) the price to be paid for each share of Common Stock upon
the exercise of such option, (d) the period within which each option and
SAR will be exercised and any extensions thereof, and (e) the terms and
conditions of each such stock option agreement and SAR agreement which may
be entered into between the Company and any such optionee.
All officers, directors and employees of the Company and its
subsidiaries and certain consultants and other persons providing
significant services to the Company and its subsidiaries will be eligible
to receive grants of options and SARs under the Stock Option Plans.
However, only employees of the Company and its subsidiaries are eligible to
be granted ISOs.
Stock Option Agreements. All options granted under the Stock
Option Plans will be evidenced by an option agreement or SAR agreement
between the Company and the optionee receiving such option or SAR.
Provisions of such agreements entered into under the Stock Option Plans
need not be identical and may include any term or condition which is not
inconsistent with the respective Stock Option Plan and which the Committee
deems appropriate for inclusion.
Incentive Stock Options. Except for ISOs granted to stockholders
possessing more than ten percent (10%) of the total combined voting power
of all classes of the securities of the Company or its subsidiaries to whom
such ownership is attributed on the date of grant ("Ten Percent
Stockholders"), the exercise price of each ISO must be at least 100% of the
fair market value of the Company's Common Stock as determined on the date
of grant. ISOs granted to Ten Percent Stockholders must be at an exercise
price of not less than 110% of such fair market value.
Each ISO must be exercised, if at all, within ten (10) years from
the date of grant, but, within five (5) years of the date of grant in the
case of ISOs granted to Ten Percent Stockholders.
An optionee of an ISO may not exercise an ISO granted under the
Stock Option Plans so long as such person holds a previously granted and
unexercised ISO.
The aggregate fair market value (determined as of time of the
grant of the ISO) of the Common Stock with respect to which the ISOs are
exercisable for the first time by the optionee during any calendar year
shall not exceed $100,000.
As of the date of this Report, ISOs have been granted under the
1995 Stock Option Plan, subject to certain vesting schedules, to purchase
up to 385,000 shares of Common Stock, 260,000 of which have been exercised.
375,000 ISOs have an exercise price of $0.3555 per share and 10,000 ISOs
have an exercise price of $1.50 per share.
Further, as of the date of the Report, ISOs have been granted
under the 1996 Stock Option Plan, subject to certain vesting schedules, to
purchase up to 372,380 shares of Common Stock. These options have the
following per share exercise prices: 285,714 shares ($0.35), 76,666 shares
($3.00) and 10,000 shares ($1.50).
Non-Qualified Stock Options. The exercise price of each NSO will
be determined by the Committee on the date of grant. However, the exercise
price for the NSOs under the 1995 Stock Option Plan will in no event be
less than 85% of the fair market value of the Common Stock on the date the
option is granted, or not less than 110% of the fair market value of the
Common Stock on the date such option is granted in the case of an option
granted to a Ten Percent Stockholder. No such restriction exists with
respect to the exercise prices of NSOs granted under the 1996 Stock Option
Plan.
The exercise period for each NSO will be determined by the
Committee at the time such option is granted, but in no event will such
exercise period exceed ten (10) years from the date of the grant.
As of the date of this Report, NSOs have been granted under the
1996 Stock Option Plan to purchase up to 9,495,222 shares of Common Stock,
subject to certain vesting schedules. These options have exercise prices
that range from $0.35 to $3.00.
Stock Appreciation Rights. Each SAR granted under the Stock Option
Plans will entitle the holder thereof, upon exercise of the SAR, to receive
from the Company, in exchange therefor, an amount equal in value to the
excess of the fair market value on the date of exercise of one share of
Common Stock over its fair market value on the date of grant (or in the
case of an SAR granted in connection with an option, the excess of the fair
market value of one share of Common Stock at the time of exercise over the
option exercise price per share under the option to which the SAR relates),
multiplied by the number of shares of Common Stock covered by the SAR or
the option, or portion thereof, that is surrendered.
SARs will be exercisable only at the time or times established by
the Committee. If an SAR is granted in connection with an option, the SAR
will be exercisable only to the extent and on the same conditions that the
related option could be exercised. The Committee may withdraw any SAR
granted under the Stock Option Plans at any time and may impose any
conditions upon the exercise of an SAR or adopt rules and regulations from
time to time affecting the rights of holders of SARs.
As of the date of this Report, no SARs have been granted pursuant
to the 1995 Stock Option Plan and no SARs have been granted under the 1996
Stock Option Plan.
Termination of Option and Transferability. In general, any
unexpired options or SARs granted under the Stock Option Plans will
terminate: (a) in the event of death or disability, pursuant to the terms
of the option agreement or SAR agreement, but not less than six (6) months
or more than twelve (12) months after the applicable date of such event,
(b) in the event of retirement, pursuant to the terms of the option
agreement or SAR agreement, but no less than thirty (30) days or more than
three (3) months after such retirement date, or (c) in the event of
termination of such person other than for death, disability or retirement,
until thirty (30) days after the date of such termination. However, the
Committee may in its sole discretion accelerate the exercisability of any
or all options or SARs upon termination of employment or cessation of
services.
The options and SARs granted under the Stock Option Plans
generally will be non-transferable, except by will or the laws of descent
and distribution.
Adjustments Resulting from Changes in Capitalization. The number
of shares of Common Stock reserved under the Stock Option Plans and the
number and price of Common Stock covered by each outstanding option or SAR
under the Stock Option Plans will be proportionately adjusted by the
Committee for any increase or decrease in the number of issued and
outstanding shares of Common Stock resulting from any stock dividends,
split-ups, consolidations, recapitalizations, reorganizations or like
event.
Amendment or Discontinuance of Stock Option Plan. The Board of
Directors has the right to amend, suspend or terminate the Stock Option
Plans at any time. Unless sooner terminated by the Board of Directors, the
1995 Stock Option Plan and the 1996 Stock Option Plan will terminate on
February 8, 2005 and May 7, 2006, respectively, the tenth anniversary date
of the effectiveness of each such Stock Option Plan.
REPRICING OF OPTIONS
In October 1997, the Board of Directors determined to cancel
certain existing options issued to two senior vice president, Albert G.
Pastino and James F. O'Brien, of the Company as part of a renegotiations of
then existing contracts between the Company and the affected executives. As
part of the issuance of the new contracts, new options were issued to the
two executives at an exercise price which was the prevailing market price
of the Company's Common Stock at the time the new grants were made.
The original contracts, dated June 15, 1997, granted each of the
above named two executives an option to purchase 400,000 Shares at $3.00
per share. The revised contracts, dated October 15, 1997, cancelled these
options, and the executives were each issued a new option to purchase
467,500 Shares at $2.125. The cancellation of existing options and
reissuance of new options at a lower exercise price, which was the then
prevailing market price of the Common Stock, was deemed appropriate and
equitable to both the executives and the Company since the executives were
newly employed and would be inappropriately impacted by the decline of the
Common Stock at that time.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board determines the Company's
executive compensation policy and sets compensation for the Chief Executive
Officer and all other executive officers of the Company. The policy of the
Board is to maintain executive compensation at competitive levels that will
permit the Company to attract, motivate and retain individuals with
superior managerial abilities. The levels of compensation are intended to
reward individual initiative and achievement, while motivating executives
of the Company to increase shareholder value by improving performance and
profitability of the Company.
The Board reviews the base salary of Mr. Wright (as well as the
other executive officers including the executive officers named in the
Summary Compensation Table) annually, considering factors such as corporate
progress toward achieving objectives (without reference to any specific
performance-related targets) and individual performance experience and
expertise. In determining Mr. Wright's overall compensation as well as the
compensation of the other executive officers, the Board also reviews
certain compensation levels at other companies. Such other companies are
not necessarily the same as the companies, in the peer group index in the
performance graph section of this Proxy Statement because the Board
believes that the Company competes for executive talent with companies in
addition to those in its peer group. Additional factors reviewed by the
Board in determining appropriate compensation levels for executives
including Mr. Wright include subjective factors related to corporate and
the executive's individual performance.
The Compensation Committee adopted a policy during the fiscal year
ended March 31, 1998, which places executive compensation under an annual
review, by which bonuses and additional option grants, as well as increases
to salary, will be based on performance goals as established by the
Committee and the individual executives at the commencement of each year of
employment. Further, the Committee places the majority of executive
compensation in "at-risk" categories, including stock options and
performance bonuses. The Committee has adopted a policy by which options
granted pursuant to the Company's 1995 and 1996 Option Plans will be issued
with exercise prices set at the fair market value of the Common Stock at
the time of issue.
PERFORMANCE GRAPH
The following graph indicates AmTec's total return to its
shareholders for the period March 29, 1996 to March 31, 1999, as compared
to the returns for the Russell Index and a Peer Group. The Peer Group
consists of certain companies with stock trading on United States stock
exchanges, and which engage in business exclusively in China. The
information contained in this graph is not necessarily indicative of
AmTec's future performance.
1996 1997 1998 1999
---- ---- ---- ----
AmTec, Inc. $ 100.00 $ 58.30 $ 14.39 $ 17.42
Russell 2000 $ 100.00 $ 103.56 $ 145.32 $ 120.21
Peer Group $ 100.00 $ 59.52 $ 75.85 $ 39.52
- - --------------
NOTE:
Comparative total returns assumes $100 invested at the close of trading on
the last day preceding the first day of the fiscal year in AmTec common
stock, the Russell 2000 Index and the Peer Group. The cumulative total return
assumes reinvestment of dividends.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 1999, the Board of
Directors of the Company met four times. Except for Liang Jiangli, who did
not attend one Board meeting of two scheduled during his tenure during the
fiscal year ended March 31, 1999, no incumbent member who was a director
during the past fiscal year attended fewer than 75% of the aggregate of all
the meetings of the Board of Directors and all meetings of the committee of
the Board of Directors on which he served.
The Company's Audit Committee reviews the scope of the audit and
other accounting related matters. During the fiscal year ended March 31,
1999, Michael H. Wilson was the Chairman of the Audit Committee and James
R. Lilley and R. Tim McNamar were members of the Committee. The Company
also has a Compensation Committee chaired by Richard S. Braddock. Drew
Lewis and Joseph R. Wright, Jr. served as members of the Compensation
Committee during the fiscal year ending March 31, 1999. The Compensation
Committee had two telephonic meetings during the fiscal year ending March
31, 1999. The Audit Committee had two meetings during the fiscal year ended
March 31, 1999. There are no other committees of the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors
and certain of its officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Commission. Officers, directors
and greater than 10% stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely upon a review of the copies of the forms furnished
to the Company and the representations made by the reporting persons to the
Company, the Company believes that during the fiscal year ended March 31,
1999, its directors, officers and 10% stockholders with the exception of
Jenny Sun and Max Sun complied with all filing requirements under Section
16(a) of the Exchange Act.
STOCKHOLDER PROPOSALS
Stockholders are advised that any stockholder proposal, including
nominations to the Board of Directors, intended for consideration at the
annual meeting for the fiscal year ended March 31, 2000 ("2000 Annual
Meeting") must be received by the Company no later than April 7, 2000
to be included in the proxy material for the 2000 Annual Meeting. It is
recommended that stockholders submitting proposals direct them to
Karin-Joyce Tjon, Vice President of the Company, and utilize certified
mail, return-receipt requested, in order to ensure timely delivery.
OTHER INFORMATION
Management does not know of any items other than those referred to
in the accompanying Notice of Annual Meeting of Stockholders which may
properly come before the meeting or other matters incident to the conduct
of the meeting. As to any other item or proposal that may properly come
before the meeting including voting on a proposal omitted form this Proxy
Statement pursuant to the rules of the Securities and Exchange Commission,
it is intended that proxies received will be voted in accordance with the
discretion of the proxy holders.
The form of proxy and this Proxy Statement have been approved by
the Board of Directors and are being mailed and delivered to stockholders
by authority.
R. TIM MCNAMAR
Secretary
New York, New York
September 7, 1999
------------------------
THE ANNUAL REPORT TO STOCKHOLDERS OF THE COMPANY FOR THE FISCAL YEAR
ENDED MARCH 31, 1999, WHICH INCLUDES FINANCIAL STATEMENTS, HAS BEEN
MAILED TO STOCKHOLDERS OF THE COMPANY. THE ANNUAL REPORT DOES NOT FORM
ANY PART OF THE MATERIAL FOR THE SOLICITATION OF PROXIES.
------------------------
AMTEC, INC.
PROXY FOR MEETING OF STOCKHOLDERS, SEPTEMBER 24, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph R. Wright, Jr. and R. Tim
McNamar, and each or either of them, as proxy holders with power to appoint
his substitute and hereby authorizes the proxy holders to represent and
vote, as designated below, all shares of common stock of AmTec, Inc. (the
"Company") held of record by the undersigned on March 31, 1999 at the
Meeting of Stockholders to be held on September 24, 1999 at 10:00 A.M. or
any and all adjournments thereof.
1. ELECTION OF DIRECTORS:
( ) FOR all nominees listed below (except as marked to the
contrary below).
( ) WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTION: TO WITHHOLD TO VOTE FOR ANY NOMINEE, DRAW A
LINE THROUGH SUCH NOMINEE'S NAME.):
Joseph R. Wright, Jr.
R. Tim McNamar
James R. Lilley
Michael H. Wilson
Richard S. Braddock
Marvin S. Rosen
Joel A. Schleicher
2. Proposal to ratify the appointment of Deloitte & Touche LLP as
independent auditors for the fiscal year ending March 31, 2000.
( ) FOR
( ) AGAINST
( ) ABSTAIN
3. In their discretion, the proxy holders are authorized to vote upon
such other business as may properly be brought before the Meeting
and all adjournments thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR
EACH OF PROPOSAL 1, 2, 3 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY AND ALL
ADJOURNMENTS THEREOF. IN THE EVENT ANY OF THE NOMINEES IS UNAVAILABLE FOR
ELECTION OR UNABLE TO SERVE, THE SHARES REPRESENTED BY THIS PROXY MAY BE
VOTED FOR A SUBSTITUTE NOMINEE SELECTED BY THE BOARD OF DIRECTORS.
Dated: ______________, 1999
Signature
(Signature, if held jointly)
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by the
President or other authorized officer.
If a partnership, please sign in
partnership name by an authorized
partner.
PLEASE PROMPLY MARK, SIGN, DATE, AND RETURN THIS PROXY
USING THE ENCLOSED ENVELOPE.
