<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
</TABLE>
ARDIS TELECOM & TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(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:
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/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
ARDIS TELECOM & TECHNOLOGIES, INC.
P.O. BOX 2985
COPPELL, TEXAS 75019
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 14, 2000
------------------------
To the Stockholders of ARDIS Telecom & Technologies, Inc.:
NOTICE IS HEREBY given that a Special Meeting of Stockholders (the "Meeting") of
ARDIS Telecom & Technologies, Inc. (the "Company") will be held at the Company's
offices at 8100 Jetstar Drive, Suite 100, Irving, Texas 75063 at 10:00 a.m., for
the purpose of considering and voting upon a proposal to approve an amendment to
the Company's Certificate of Incorporation to change the name of the Company to
Dial-Thru International Corporation. This proposal is more fully described in
the Proxy Statement accompanying this notice.
The Board of Directors has fixed the close of business on November 29, 1999 as
the record date for the determination of Stockholders entitled to notice of and
to vote at the Meeting or any adjournments thereof.
A list of stockholders of the Company entitled to notice of and to vote at the
Meeting will be available for examination at the Meeting and during ordinary
business hours from January 4, 2000 to the date of the Meeting at the principal
offices of the Company at the address set forth above.
You are cordially invited to attend the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU
MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
/s/ Debra L. Burgess
Debra L. Burgess
SECRETARY
December 7, 1999
<PAGE>
ARDIS TELECOM & TECHNOLOGIES, INC.
P.O. BOX 2985
COPPELL, TEXAS 75019
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 14, 2000
---------------------
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying proxy are solicited on behalf of
the Board of Directors of ARDIS Telecom & Technologies, Inc., (the "Company")
for a Special Meeting of Stockholders of the Company (the "Special Meeting") to
be held at 10:00 a.m., Central Standard Time, on Friday, January 14, 2000 at the
time and place and for the purposes set forth in the accompanying Notice of
Special Meeting of Stockholders and any adjournments thereof. This Proxy
Statement and the accompanying proxy are first being mailed to the Company's
stockholders on or about December 7, 1999.
All properly completed proxies received prior to the Special Meeting and not
revoked will be voted in accordance with your instructions. IF NO SUCH
INSTRUCTIONS ARE MADE, THEN PROXIES WILL BE VOTED FOR THE AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
DIAL-THRU INTERNATIONAL CORPORATION.
The Company encourages the personal attendance of its stockholders at the
Special Meeting. The execution of the accompanying proxy will not affect a
stockholder's right to attend the Special Meeting and to vote in person.
Proxies may be revoked if you:
- Deliver a signed, written revocation letter, dated any time before the
proxy is voted, to Ms. Debra L. Burgess, Secretary, ARDIS Telecom &
Technologies, Inc., at the Company's principal executive offices, 8100
Jetstar Drive, Suite 100, Irving, Texas 75063; or
- Sign and deliver a proxy, dated later than any previously delivered proxy
to the above address; or
- Attend the meeting and vote in person.
Attending the Special Meeting alone will not revoke your proxy. A revocation
letter or a later-dated proxy will not be effective until received by the
Company at or prior to the Special Meeting.
In addition to the solicitation of proxies by use of the mail, officers,
directors and regular employees of the Company may solicit the return of proxies
by personal interview, mail, telephone, facsimile and/or through internet. These
persons will not be additionally compensated, but will be reimbursed for out-of-
pocket expenses. The Company will also request brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation material to the
beneficial owners of shares. The Company will reimburse such persons and the
transfer agent for their reasonable out-of-pocket expenses in forwarding such
materials.
1
<PAGE>
VOTING SECURITIES AND QUORUM
Only stockholders of record at the close of business on November 29, 1999
will be entitled to notice of and to vote at the Special Meeting. On
November 29, 1999, the Company had issued and outstanding 7,881,004 shares of
its common stock, $.001 par value per share (the "Common Stock"), which is the
only class of its capital stock outstanding. Each share of Common Stock is
entitled to one vote on each matter presented to the stockholders. The presence,
in person or by proxy, of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary to constitute a quorum at the
Special Meeting.
Abstention and broker non-votes are counted for the purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
are counted in the tabulations of votes cast on proposals presented to the
stockholders, while broker non-votes are not counted for purposes of determining
whether a proposal has been approved. A broker non-vote occurs if a broker or
other nominee does not have discretionary authority and has not received
instructions with respect to a particular item. Assuming the presence of a
quorum, the affirmative vote of the holders on the record date of a majority of
the shares of Common Stock outstanding is required to approve the Proposal.
Stockholders who fail to return a proxy or attend the Special Meeting will not
count towards determining any required majority or quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth certain information as of November 29, 1999,
concerning those persons known to the Company, based on information obtained
from such persons, the Company's records and schedules required to be filed with
the Securities and Exchange Commission and delivered to the Company, with
respect to the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to own beneficially 5% or more of such
outstanding Common Stock, (ii) each current director of the Company (iii) each
executive officer of he Company and (iv) all executive officers and directors of
the Company as a group. Except as otherwise indicated below, each of the
entities or persons named in the table has sole voting and investment power with
respect to all shares of Common Stock beneficially owned. Effect has been given
to shares reserved for issuance under outstanding stock options and warrants
where indicated.
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS(1)
- ------------------------------------ ------------ -----------
<S> <C> <C>
Dodge Jones Foundation..................................... 1,000,000 12.7%
400 Pine Street, Suite 900
Abilene, Texas 79601
Joseph E. Canon............................................ 1,000,000(2) 12.7%
Dodge Jones Foundation
P.O. Box 176
Abilene, Texas 79601
Dial-Thru International Corporation........................ 1,000,000 12.7%
700 South Flower Street, Suite 2950
Los Angeles, CA 90017
John Jenkins............................................... 1,000,000(3) 12.7%
Dial-Thru International Corporation
700 South Flower Street, Suite 2950
Los Angeles, CA 90017
Roger D. Bryant(4)......................................... 650,000(5) 7.7%
Nick DeMare................................................ 56,880(6) *
Chase Management
1090 West Georgia Street, Suite 1305
Vancouver, BC V6E 3V7
W. Thomas Rinehart......................................... 131,600(7) 1.7%
700 Freeling Drive
Sarasota, Florida 34242
Debra L. Burgess(4)........................................ 384,800(8) 4.7%
Ivor J. Flannery(4)........................................ 147,218(9) 1.9%
Robert M. Fidler........................................... 30,000(10) *
987 Laguna Road
Pasadena, California 91105
Scott Matthews(4).......................................... 30,000(11) *
All Executive Officers and Directors as a group (8 2,430,498(12) 27.3%
persons).................................................
* Less than 1.0%
</TABLE>
- --------------------------
(1) Based upon 7,881,004 shares of Common Stock outstanding as of November 29,
1999.
(2) Includes 1,000,000 shares held by Dodge Jones Foundation, of which
Mr. Canon serves as the Executive Director. As such, Mr. Canon exercises
voting power over all such shares.
(3) Includes 1,000,000 shares issued to Dial-Thru International Corporation, a
California corporation, which is in the process of liquidating. Mr. Jenkins
is the sole shareholder, director and executive officer of such entity and
exercises voting and investment power over all of such shares.
(4) The business address for the Company's executives is P.O. Box 2985, Coppell,
Texas 75019.
(5) Includes 300,000 shares of Common Stock which may be acquired through the
exercise of stock options which are exercisable within 60 days of
November 29, 1999 ("Vested Options") and 250,000 shares subject to presently
exercisable warrants.
(6) Includes 45,600 Vested Options.
(7) Includes 49,000 Vested Options and 20,000 warrants.
(8) Includes 137,800 Vested Options and 125,000 shares subject to presently
exercisable warrants.
(9) Includes 44,000 Vested Options.
(10) Includes 25,000 Vested Options.
(11) Includes 30,000 Vested Options.
(12) Includes 631,400 Vested Options and 395,000 shares subject to presently
exercisable warrants.
3
<PAGE>
PROPOSAL NO. 1
PROPOSAL TO CHANGE THE NAME OF THE COMPANY
GENERAL
The Board of Directors of the Company has unanimously adopted and
recommended adoption by the stockholders of a proposed amendment to
Article First of the Certificate of Incorporation of the Company that would
change the name of "ARDIS Telecom & Technologies, Inc." to "Dial-Thru
International Corporation."
On November 2, 1999, the Company consummated its acquisition of
substantially all of the assets and business of Dial-Thru International
Corporation, a California corporation. With this acquisition, the Company also
acquired the rights to the name "Dial-Thru International Corporation." The Board
of Directors believes that the name "Dial-Thru International Corporation" better
reflects the Company's business strategies and opportunities, and will receive
better market recognition and acceptance than its current name. In addition, The
ARDIS Company of Lincolnshire, Illinois has asserted claims against the Company
arising from its use of the "ARDIS" name, and in an effort to avoid costs and
damages arising from this dispute, the Company has agreed to change its
corporate name to a name more closely aligned with its current business
operations. The Board of Directors also believes that the proposed name change
better reflects the Company's growing international focus and repositioning of
the Company as global provider of telecommunications and information services.
If the change of name is approved by the Company's stockholders, the Board
intends to formally change the name of the Company at the earliest appropriate
time consistent with an orderly transition to the new name. If the proposed name
change is approved, it will not be necessary for stockholders to exchange
outstanding stock certificates. The Company's common stock is traded on the OTC
Bulletin Board and if the Proposal is approved, the symbol under which the
Company's common stock is traded will remain "RDST."
APPROVAL
Assuming the presence of a quorum at the Special Meeting, the affirmative
vote of the holders of a majority of the outstanding shares of common stock is
required for the approval of Proposal No. 1 to amend the Company's Certificate
of Incorporation to change the name of the Company to "Dial-Thru International
Corporation." Proxies will be voted for or against such approval in accordance
with the specifications marked thereon and, if no specification is made, will be
voted in "FOR" such approval.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
DIAL-THRU INTERNATIONAL CORPORATION.
STOCKHOLDER PROPOSALS
Any stockholder who wished to submit a proposal for inclusion in the
Company's proxy material and for presentation at the Company's 2000 Annual
Meeting of Stockholders must have forwarded such proposal to the Secretary of
the Company at the address indicated on the first page of this proxy statement,
so that the Secretary received it no later than November 10, 1999.
4
<PAGE>
OTHER MATTERS
No other business will be presented at the Special Meeting.
By Order of the Board of Directors.
/s/ DEBRA L. BURGESS
- ------------------------
Debra L. Burgess
Secretary
December 7, 1999
5
<PAGE>
PROXY
ARDIS TELECOM AND TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 14, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Roger D. Bryant and Debra L.
Burgess, or either of them, as the true and lawful attorneys and proxies of the
undersigned, with full power of substitution, to represent the undersigned and
to vote all of the shares of Common Stock of ARDIS Telecom & Technologies, Inc.
(the "Company"), that the undersigned is entitled to vote at the Special Meeting
of Shareholders of the Company to be held on January 14, 2000 and at any
adjournments thereof.
1. A proposal to amend Article First of the Company's Certificate of
Incorporation to change the name of the Company to Dial-Thru International
Corporation.
FOR / / AGAINST / / ABSTAIN / /
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFIC DIRECTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
<PAGE>
Please sign exactly as the name appears on the certificate or certificates
representing shares to be voted by this proxy. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized person. If a partnership, please sign in partnership name by
authorized person.
Dated: ________________________
_______________________________
Signature of
Shareholder
[INSERT MAILING LABEL]
_______________________________
Signature (if jointly owned)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
