<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
National Wireless Holdings Inc
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
May 23, 2000
To the Holders of Common Stock:
The annual meeting of stockholders will be held at the offices of Hahn
& Hessen LLP, 350 Fifth Avenue, 37th Floor, New York, New York at 10:00 a.m.
(local time) on June 26, 2000. A formal Notice of the Annual Meeting, a proxy
card and Proxy Statement are attached hereto.
You are cordially invited to attend the annual meeting in person; if
this should be impossible, we request that you sign, date, and mail your proxy
card promptly.
Prompt return of your voted proxy will reduce the cost of further
mailings. You may revoke your voted proxy at any time prior to the meeting or
vote in person if you attend the meeting.
It is always a pleasure for me and the other members of the Board of
Directors to meet with our stockholders. We look forward to greeting as many of
you as possible at the meeting.
Terrence S. Cassidy
President and Chief Executive Officer
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
NOTICE OF ANNUAL MEETING
TO BE HELD ON JUNE 26, 2000
To the Holders of Common Stock:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
National Wireless Holdings Inc. will be held at 10:00 a.m. (local time) at the
offices of Hahn & Hessen LLP, 350 Fifth Avenue, 37th Floor, New York, New York,
on June 26, 2000, for the following purposes:
(1) Approve a 100,000 share increase in the number of shares issuable
under our 1997 Equity Incentive Plan.
(2) To approve the 2000 Non-Employee Directors Stock Option Plan;
(3) To elect two (2) directors of the Company, each to serve for a
three-year term;
(4) To ratify the appointment of PricewaterhouseCoopers L.L.P. as
independent public accountants for the year 2000; and
(5) To take action upon any other matters that may properly come before
the meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Company will admit to the Annual Meeting stockholders of record,
persons holding proof of beneficial ownership or who have been granted proxies
and any other person that the Company, in its sole discretion, may elect to
admit. If you plan to attend the Annual Meeting, please check the appropriate
box on your proxy card.
Stockholders of record at the close of business on May 22, 2000 are
entitled to notice of, and to vote at the Annual Meeting or any adjournment
thereof. A list of such stockholders will be available at the Annual Meeting and
during the ten days prior thereto, at the office of the Company's counsel, Hahn
& Hessen LLP, 350 Fifth Avenue, in the City of New York, New York County, New
York.
By Order of the Board of Directors,
James Kardon
Secretary
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<PAGE>
New York, New York
May 23, 2000
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING PLEASE
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED PREPAID
ENVELOPE.
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY. IF YOU
DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
3
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
PROXY STATEMENT
The enclosed proxy is being solicited by the Board of Directors of the
Company for use in connection with the annual meeting of stockholders to be held
on June 26, 2000. This proxy statement and enclosed proxy are first being sent
to stockholders on or about May 23, 2000. The mailing address of the principal
executive office of the Company is 249 Royal Palm Way, Suite 301, Palm Beach,
Florida 33480. The cost of preparing, printing and mailing the notice of
meeting, proxy, proxy statement and annual report will be borne by the Company.
Proxy solicitation other than by use of the mail may be made by regular
employees of the Company by telephone and personal solicitation. Banks,
brokerage houses, custodians, nominees and fiduciaries are being requested to
forward the soliciting material to their principals and to obtain authorization
for the execution of proxies, and may be reimbursed for their out-of-pocket
expenses incurred in connection therewith. There are no anticipated costs in
excess of those which are normally expended for a solicitation for an election
of directors in the absence of a contest, and costs represented by salaries and
wages of regular employees and officers. Any stockholder giving the enclosed
proxy has the right to revoke it at any time before it is voted. To revoke a
proxy, the stockholder must file with the Secretary of the Company either a
written revocation or a duly executed proxy bearing a later date. If you decide
to attend the meeting, you may revoke your proxy and vote your shares in person.
The record of stockholders entitled to notice of, and to vote at, the
annual meeting was taken at the close of business on May 22, 2000. At that date
the Company had outstanding 3,333,000 shares of Common Stock ($.01 par value) of
the Company ("Common Stock"). Each share of Common Stock is entitled to one
vote. No other class of securities is entitled to vote at this meeting.
Under Section 216 of the Delaware General Corporation Law and the
Company By-Laws, a majority of the shares of the Common Stock, present in person
or represented by proxy, shall constitute a quorum for purposes of the annual
meeting. In all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
annual meeting and entitled to vote on the subject matter shall be the act of
the stockholders. Directors shall be elected by a plurality of the votes present
in person or represented by proxy at the annual meeting and entitled to vote on
the election of directors. Abstentions will have the effect of votes against a
proposal, and broker non-votes will have no effect on the vote.
1
<PAGE>
AVAILABLE INFORMATION AND SOURCES OF INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). The reports, proxy
statements and other information filed by the Company with the SEC can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material also may be obtained by mail from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. Reports and other information concerning the Company can be
inspected and copied at the offices of the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
Statements contained in this Proxy Statement or in any document
incorporated by reference in this Proxy Statement as to the contents of any
contract or other document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed or incorporated by reference as an exhibit to the
registration statement or such other document, each such statement being
qualified in all respects by such reference.
No persons have been authorized to give any information or to make any
representation other than those contained in this Proxy Statement in connection
with the solicitations of proxies made hereby and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any other person. The delivery of this Proxy Statement shall
not under any circumstances create an implication that there has been no change
in the affairs of the Company since the date hereof or that the information
herein is correct as of any time subsequent to its date.
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SECURITY OWNERSHIP OF OFFICERS, DIRECTORS AND 5% OWNERS
The following table lists the number of shares of Common Stock
beneficially owned as of May 22, 2000, by those known by the Company to own
beneficially 5% or more of the Common Stock, all the directors, each executive
officer listed in the table under the caption "Executive Compensation" and all
directors and executive officers of the Company as a group. On May 22, 2000,
there were 3,333,000 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
(3) Amount and Nature of
Beneficial Ownership+
(1) Title of Class (4) Percent of Class
(2) Name and Address of Beneficial Owner
<S> <C> <C> <C>
Common Stock Terrence S. Cassidy 525,666(1) 15.5%
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Common Stock Thomas R. DiBenedetto 13,333(2) *
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Common Stock Louis B. Lloyd 13,333(2) *
156 W. 56th Street
New York, New York 10019
Common Stock Michael A. McManus, Jr. 16,333(2) *
100 White Plains Road
Bronxville, New York 10708
Common Stock Vincent Tese 16,666(3) *
245 Park Avenue, 19th Floor
New York, New York 10167
Common Stock Timothy Mathews 50,140 1.5%
233 North Garrard
Rantoul, Illinois 61866
Common Stock Paul Sinderbrand 50,966 1.5%
2300 N Street NW, Suite 700
Washington, DC 20037-1128
Common Stock All officers and directors as a group 686,437(1)(2)(3) 20.3%
(seven persons)
3
<PAGE>
Common Stock Astoria Capital Partners, L.P. 404,700(4) 12.1%
6600 SW 92nd Avenue, Suite 370
Portland, Oregon 97223
Common Stock Avenir Corporation 277,450(5) 8.3%
1725 K Street, NW Suite 410
Washington, D.C. 20006
Common Stock Laurence S. Zimmerman 278,950(6) 8.4%
599 Lexington Avenue, Suite 2300
New York, New York 10022
</TABLE>
+ The number of shares beneficially owned is deemed to include shares of the
Company's Common Stock as to which the beneficial owner has or shares either
investment or voting power. Unless otherwise stated, and except for voting
powers held jointly with a person's spouse, the persons and entities named in
the table have voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. All information with respect to
beneficial ownership is based on filings made by the respective beneficial
owners with the Securities and Exchange Commission (the "SEC") or information
provided to the Company by such beneficial owners.
* Less than 1%.
(1) Includes 66,666 shares currently issuable upon exercise of options, and
50,000 shares owned by a family trust, of which Mr. Cassidy disclaims
beneficial ownership of 25,000 shares.
(2) Includes 3,333 shares currently issuable upon exercise of an option.
(3) Includes 16,666 shares currently issuable upon exercise of an option.
(4) Includes 404,700 shares which Astoria Capital Partners, L.P. ("ACP")
has the sole power to vote or to direct the vote and sole dispositive
power, as reported on its most recent Schedule 13G.
(5) Includes 277,450 shares which Avenir Corporation ("AC") has the sole
power to vote or to direct the vote and sole dispositive power, as
reported on its most recent Schedule 13G.
(6) As reported on his most recent Schedule 13D, includes, in addition to
103,900 shares owned individually by Laurence S. Zimmerman, (a) 10,000
shares owned by LHC Communications LLC, of which Laurence S. Zimmerman
is the sole member, (b) 165,050 shares owned by Kimlar Consulting
Corp., of which Laurence S. Zimmerman and his spouse are the only
stockholders, directors and officers, and (c) an aggregate of 1,000
shares owned by Laurence S. Zimmerman's two minor children.
4
<PAGE>
PROPOSAL 1
PROPOSED AMENDMENT TO 1997 EQUITY INCENTIVE PLAN
THE PROPOSED AMENDMENT
Our board of directors adopted an amendment to our 1997 Equity
Incentive Plan increasing the number of shares of Common Stock issuable under
the plan from 200,000 shares to 300,000 shares. The proposed amendment is
subject to stockholder approval.
Our 1997 Equity Incentive Plan helps to attract, retain and reward
persons who significantly contribute to our success. The plan also strengthens
the commonality of interest between these persons and the stockholders. To
continue to meet the plan's objectives, we consider it essential to increase the
number of shares available for awards. We have already granted options and other
equity incentives with respect to 150,000 of the 200,000 shares authorized under
the plan.
SUMMARY OF OUR 1997 EQUITY INCENTIVE PLAN
Our 1997 equity incentive plan provides for grants or awards of
incentive stock options; non-qualified stock options; stock appreciation rights;
restricted stock; unrestricted stock; deferred stock grants; performance awards;
loans; supplemental grants and combinations of the above.
Unless the board of directors otherwise determines, a committee of at
least two directors from the board must administer the 1997 equity incentive
plan. Currently, the Option Committee of the board of directors administers the
plan. The Option Committee has authority to set and change (with certain
exceptions) the terms of all grants made under the plan. All employees of the
Company and any of its subsidiaries and other persons or entities (including
non-employee directors of the Company and its subsidiaries) who, in the opinion
of the Option Committee, are in a position to make a significant contribution to
the success of the Company or its subsidiaries are eligible to participate in
the plan. As of April 30, 2000, our subsidiaries and we employed a total of
approximately 354 people.
STOCK OPTIONS. The 1997 equity incentive plan authorizes the Option
Committee to grant incentive stock options and non-qualified stock options. The
difference between the two types of options is that incentive stock options are
intended to qualify for special beneficial tax treatment, described below, and
therefore must meet requirements imposed by federal tax laws. Under the plan,
the exercise price of incentive stock options granted under the plan must be at
least 100% of the fair market value of our common stock at the time of the
grant, and the exercise price of incentive stock options granted to a 10%
stockholder must be at least 110% of the fair market value of our common stock
at the time of grant. The exercise price for non-qualified stock options granted
under the plan is determined by the Option Committee and may not be less than
85% of the lower of (x) the fair market value of the Common Stock at the time of
grant and (y) the average fair market value of the Common Stock for the 120
consecutive trading days ending on the date of grant. The Option Committee may
set the terms and vesting for both types of options, so
5
<PAGE>
long as the term does not exceed ten years. In the case of incentive stock
options granted to 10% stockholders, the committee may not set a term in excess
of five years. Option holders may make payment for the option price by cash or
check or, subject to Option Committee approval, by tendering shares of common
stock, by using a promissory note, by giving a broker's unconditional and
irrevocable undertaking to pay the exercise price, or by a combination of the
above. If the exercise price of an option exceeds the common stock's market
price at exercise, the Option Committee may cancel an option at the option
holder's request and pay the option holder, in cash or common stock, the
difference between the fair market value of the stock purchasable under the
option and the aggregate exercise price which would have been paid.
STOCK APPRECIATION RIGHTS. A stock appreciation right entitles the
holder on exercise to receive an amount of cash or stock equal to the
appreciation in the fair market value of a share of stock measured from the date
of the grant to the date of exercise, or any other performance standard set by
the compensation committee. The Option Committee may grant stock appreciation
rights alone or together with stock options. If granted together with stock
options, the terms of the stock appreciation right will mirror the options and
the stock appreciation right must be exercised with the option and vice versa.
Stock appreciation rights not granted together with options are exercisable at
such time, and on such conditions, as the Option Committee may specify. The
Option Committee may grant stock appreciation rights which, following a change
in control, entitle the holder to receive a cash payment equal to specified
common stock values or averages of values measured prior to the control change,
as specified by the Option Committee.
STOCK AWARDS. The 1997 equity incentive plan provides for awards of
nontransferable shares of restricted common stock that are subject to forfeiture
as well as of unrestricted shares of common stock. The Option Committee may
specify a purchase price for such stock awards. If a participant's employment is
terminated, the company may purchase restricted stock back from the participant
at the original purchase price. Restricted securities will become freely
transferable upon the completion of the restricted period set by the Option
Committee and satisfaction of any conditions to vesting. The Option Committee,
in its sole discretion, may waive all or part of the restrictions and conditions
at any time.
The plan also provides for deferred stock grants entitling the
recipient to receive future shares of common stock, at times and on conditions
specified by the Option Committee. It also provides for performance awards
entitling the recipient to receive cash or common stock following the attainment
of performance goals. Performance conditions and provisions for deferred stock
may also attach to other awards under the 1997 equity incentive plan.
The plan allows for loans in connection either with the purchase of
common stock under an award or with the payment of any federal, state and local
tax for income recognized as a result of an award. The Option Committee will
determine the terms of any loan, including the interest rate, which may be zero.
No loan term may exceed a ten-year duration.
Except as provided by the Option Committee, if a participant dies, the
participant's executor, administrator or transferee may exercise the
participant's exercisable options and stock appreciation rights for one year, or
for the remainder of their original term, if less. Options and stock
appreciation rights not exercisable at a participant's death terminate.
Outstanding awards of
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<PAGE>
restricted common stock revert back to the Company upon a participant's death.
Also upon death, the participant will forfeit any deferred common stock grants,
performance awards and supplemental awards. Except as otherwise determined by
the Option Committee, when a participant leaves the Company, his or her options
and stock appreciation rights will remain exercisable for three months or the
remainder of their original term, if less, to the extent they were exercisable
immediately prior to leaving. If not exercisable immediately prior to leaving,
the participant's options and stock appreciation rights will terminate. The
Option Committee may terminate all of a participant's options and stock
appreciation rights immediately if the participant is terminated for cause,
which, in the committee's opinion, casts such discredit upon the participant to
justify immediate termination of such awards.
Except as otherwise provided by the Option Committee at the time of
grant, in the event of a consolidation or merger in which the Company is not the
surviving corporation, or a transaction which results in the acquisition of
substantially all of the Company's outstanding common stock by a single person,
entity or group, or the sale or transfer of substantially all of the Company's
assets, all outstanding awards requiring exercise will cease to be exercisable,
and all other awards to the extent not fully vested (including awards subject to
conditions not yet satisfied or determined) will be forfeited, as of the
effective time of the covered transaction, provided that the Committee may, in
its sole discretion, determine that: each outstanding option and stock
appreciation right will become immediately exercisable; each outstanding share
of restricted common stock will immediately become free of all restrictions and
conditions; all conditions on deferred grants, performance awards, supplemental
grants and other awards will be removed; and loans under the 1997 equity
incentive plan will be forgiven. Alternatively, the Option Committee may instead
arrange to have the surviving or acquiring corporation or affiliate assume any
award held by a participant or grant a replacement award.
If the Company terminates the optionee without cause after a change in
control, all unvested options will vest, all options will be exercisable for the
shorter of four years or their original duration and all other awards will vest.
The Option Committee may also give this benefit to some optionees holding
participant positions who resign with good reason within two years following a
change in control.
FEDERAL INCOME TAX CONSEQUENCES. The following discussion, based on the
effective law as of January 1, 2000, summarizes federal income tax consequences
associated with stock option awards under the 1997 equity incentive plan. This
summary does not purport to cover federal employment tax or other federal tax
consequences, or state, local or non-U.S. tax consequences potentially
associated with such awards nor does it address the tax consequences associated
with other awards under the plan.
In general, an optionee realizes no taxable income and the Company
receives no deductions upon the grant of a stock option under the plan. The
character of the stock option determines the tax consequences associated with
the exercise of a stock option or the disposition of shares acquired upon
exercise. In general, no taxable income for regular income tax purposes or
deductions to the Company result from an incentive stock option exercise. If the
optionee disposes of the shares after two years from the date of grant or one
year after exercise, the
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<PAGE>
optionee realizes a long-term capital gain or loss upon a subsequent sale, and
the Company receives no deduction. If an optionee disposes of shares purchased
under an incentive stock option within these one and two-year holding periods,
the optionee realizes ordinary income equal, in general, to the option spread at
time of exercise, and the Company receives a corresponding deduction.
In general, on the exercise of a non-qualified stock option an optionee
realizes ordinary income equal to the option spread, and the Company receives a
corresponding deduction. Upon a subsequent sale of the shares, an optionee
recognizes a capital gain or loss for which the Company receives no deduction.
For shares subject to a substantial risk of forfeiture, special tax
rules may defer the recognition or measurement of income associated with the
exercise of stock options under the 1997 equity incentive plan, or the
disposition of shares acquired upon exercise.
Under Section 162(m) of the Internal Revenue Code, the Company may not
deduct more than $1 million for payments made to any of its five highest-paid
executive officers. However, no limits restrict other forms of employee
compensation, including performance-based compensation. The Company intends
incentive stock options and non-qualified stock options awarded under the plan,
if granted with an exercise price at least equal to the fair market value of the
common stock on the date of grant, to qualify for the performance-based
exception from the $1 million deduction limitation.
Under the so-called "golden parachute" provisions of the Internal
Revenue Code, we may have to value and take into account the vesting or
accelerated exercisability of stock options in connection with a change in
control of the Company in determining whether participant received compensatory
payments, contingent on the change in control that exceed limits set by the tax
laws. If compensatory payments exceed these limits, a substantial portion of
amounts payable to the participant, including payments taken into account by
reason of the grant, vesting or exercise of options under the plan, may be
subject to additional federal tax and may be nondeductible to the Company.
OPTION GRANTS
No stock option grants were made during the fiscal year ended October
31, 1999.
In March 2000, we granted five-year options to purchase an aggregate of
130,000 shares of our Common Stock to five of our executive officers and
directors in the following amounts at an exercise price of $30.00 per share, the
fair market value on the date of the grant (except in the case of Terrence S.
Cassidy, in whose case the exercise price is $33.00, 110% of the fair market
value on the date of grant). On May 22, 2000, our Common Stock closed at $20.25
on the Nasdaq SmallCap Market.
<TABLE>
<CAPTION>
Name and Position Number of Options
<S> <C>
Terrence S. Cassidy 50,000
President and Chief Executive Officer
8
<PAGE>
Thomas R. DiBenedetto 10,000
Director
Louis B. Lloyd 10,000
Director
Michael A. McManus, Jr. 10,000
Director
Vincent Tese 50,000
Director
</TABLE>
We have not named particular individuals who will receive options or
rights under the 1997 Equity Incentive Plan, as amended, we have not set the
number of shares to be covered by any options or rights granted to a single
individual, and we have not set the number of individuals who will receive
grants of such options or rights. We will use the proceeds, if any, from the
sale of stock pursuant to the 1997 Equity Incentive Plan for the general
purposes of the company. In addition, our board of directors will determine uses
for proceeds from the receipt of payment in shares of Common Stock, including
redelivery of the shares received upon exercise of options.
STOCKHOLDER VOTE REQUIRED FOR PROPOSAL 1 AND BOARD RECOMMENDATION:
Approval of the adoption of the proposed amendment to the 1997 Equity
Incentive Plan requires the affirmative vote of the majority of shares present
in person or represented by proxy at the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
PROPOSED AMENDMENT TO THE 1997 EQUITY INCENTIVE PLAN.
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PROPOSAL 2
2000 NON-EMPLOYEE DIRECTORS PLAN
APPROVAL OF 2000 NON-EMPLOYEE DIRECTORS PLAN
Our Board of Directors reviewed a proposal to adopt the 2000 Directors
Option Plan in the form attached to this Proxy Statement as Exhibit A for
non-employee directors to provide non-employee directors of the Corporation
incentive to continue in the service of the Corporation and a more direct
interest in the future success of the Corporation. The purposes of this 2000
Director Option Plan are to attract and retain the best available people for
service as non-employee directors of the Company, to provide additional
incentive to the non-employee directors to serve as Directors, and to encourage
their continued service on the Board.
SUMMARY OF 2000 NON-EMPLOYEE DIRECTORS PLAN
This summary of our director option plan is qualified in its entirety
by reference to the copy of the plan attached as Exhibit A.
All non-employee directors (which currently number four) are entitled
to participate in our director option plan commencing at the 2001 Annual Meeting
of Stockholders. The director option plan was adopted by our board of directors
in March 2000, although it will not become effective until approved by our
stockholders. The director option plan has a term of ten years, unless
terminated sooner by our board of directors. A total of 70,000 shares of our
Common Stock have been reserved for issuance under our director option plan.
The director option plan generally provides for an automatic initial
grant of an option to purchase 5,000 shares of our Common Stock to each
non-employee director on the date that person first becomes a non-employee
director. After the initial grant, a non-employee director will automatically be
granted subsequent options to purchase 2,500 shares of our Common Stock each
year on the date of our annual stockholder's meeting, if on such date he or she
has served on our board of directors for at least six months. Each initial
option grant and each subsequent option has a term of 5 years. Each initial
option vests as to one third of the shares subject to the option immediately and
one-third on each anniversary of the date of grant, and each subsequent option
grant vests as to one third of the shares subject to the option immediately and
one-third on each anniversary of the date of grant. The exercise price of all
options will be 100% of the fair market value of our Common Stock on the date of
grant.
The director option plan provides that if we merge with another
corporation, or sell substantially all our assets, each option will become fully
vested and exercisable for a period of thirty days from the date our board of
directors notifies the optionee of the option's full exercisability, after which
period the option will terminate. Options granted under the director option plan
must be exercised within three months of the end of the optionee's tenure as a
director of the Company, or within 12 months after termination by death or
disability, but in no event later than the expiration of the option's five year
term. Options granted under the director
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option plan are not transferable by the optionee other than by will or the laws
of descent and distribution, and each option is exercisable, during the lifetime
of the optionee, only by the optionee. The following table sets forth the
options which would have been granted to current directors for the last fiscal
year had the plan been in effect:
NEW PLAN BENEFITS
2000 Non-Employee Directors Plan
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name and Position Dollar Value Number of Units
- --------------------------------------------------------------------------------
<S> <C>
- --------------------------------------------------------------------------------
Thomas R. DiBenedetto, Director 2,500
- --------------------------------------------------------------------------------
Louis B. Lloyd, Director 2,500
- --------------------------------------------------------------------------------
Vincent Tese, Director 2,500
- --------------------------------------------------------------------------------
Michael A. McManus, Jr. , Director 2,500
- --------------------------------------------------------------------------------
</TABLE>
STOCKHOLDER VOTE REQUIRED FOR PROPOSAL 2 AND BOARD RECOMMENDATION:
The approval of the 2000 Non-Employee Directors Plan requires the
affirmative vote of the majority of shares present in person or represented by
proxy at the annual meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF
THE 2000 NON-EMPLOYEE DIRECTORS PLAN.
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PROPOSAL 3
ELECTION OF DIRECTORS
The directors of the Company are divided into three classes, with
directors in each class serving three-year staggered terms. There are currently
five directors, consisting of two directors who are serving for a term which
expires at this Annual Meeting, one director who is serving for a term which
expires at the Annual Meeting of Stockholders in 2001, and two directors who are
serving for a term which expires at the Annual Meeting of Stockholders in 2002.
The Board of Directors has nominated Terrence S. Cassidy and Thomas R.
DiBenedetto to serve as directors of the Company for three-year terms until the
Annual Meeting of Stockholders in 2003 or until their respective successors are
duly elected and qualified.
Each nominee has consented to be a nominee and to serve as a director
if elected. Except as otherwise directed on the proxy card, the persons named as
proxies will vote for the election of each designated nominee. In the event that
a nominee should become unavailable for election as a director, the persons
named as proxies will vote for any substitute nominee as the Board of Directors
may select.
Set forth below is biographical information for Terrence S. Cassidy and
Thomas R. DiBenedetto, and each person whose term of office as director will
continue after the Annual Meeting.
Information concerning the current directors and executive officers of
the Company is set forth as follows:
<TABLE>
<CAPTION>
Name Age Position
- ----------------------- ------ -----------------------------------------------
<S> <C> <C>
Terrence S. Cassidy 57 President, Chief Executive Officer and Director
Paul J. Sinderbrand 47 Executive Vice President and General Counsel
Timothy A. Mathews 37 Executive Vice President - Technology
Thomas R. DiBenedetto 50 Director
Louis B. Lloyd 57 Director
Michael A. McManus, Jr. 57 Director
Vincent Tese 56 Director
</TABLE>
NOMINEES FOR CLASS III DIRECTORS TO SERVE THREE-YEAR TERMS UNTIL THE 2003 ANNUAL
MEETING:
TERRENCE S. CASSIDY Director Since 1993 Age: 57
President and Chief Executive Officer. Mr. Cassidy has been President,
Chief Executive Officer and a director of the Company since its incorporation in
August 1993. He was an
12
<PAGE>
independent financial consultant from 1988 to 1993. Prior to 1988, he served as
a Vice President and principal of Allen & Company Incorporated, an investment
banking firm, for 15 years with a concentration in communications. Prior to
1973, he served as co-director of research at Shields & Company, a brokerage
firm. Mr. Cassidy was a director of Preferred Entertainment, Inc. ("Preferred
Entertainment"), an operator of a wireless cable system in Chicago, from August
1993 to January 1995. Mr. Cassidy is a director of Absolute Bank, a Republic of
Georgia bank.
THOMAS R. DIBENEDETTO Director Since 1993 Age: 50
Mr. DiBenedetto has been a director of the Company since October 1993.
Since 1992, he has been President of Junction Investors, Ltd., an investment
banking firm based in Boston, Massachusetts. From 1989 until April 1993, he was
Chairman of Sioux Falls Cellular Communications, Inc. and, from 1989 to February
1993, Chairman of Oklahoma Cellular, Inc., both cellular telephone companies.
From 1982 to 1992, he was President of Boston International Group Securities
Corporation, a broker-dealer. He has been, since 1985, a director of Alexanders,
Inc., a retailing and real estate company which emerged from bankruptcy in 1994
pursuant to a plan of reorganization which provides for full payment to all
creditors. He is also a director of Showscan Corporation, a multi-media
entertainment company, the Caucasus Fund and Absolute Bank, a Republic of
Georgia bank.
INCUMBENT CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2002 ANNUAL MEETING:
VINCENT TESE Director Since 2000 Age: 56
Mr. Tese has been Chairman of Wireless Cable International Inc. since
April 1995. Mr. Tese was Chairman of Cross Country Wireless Inc. from October
1994 to July 1995 and was a corporate officer and a general partner of Cross
Country Wireless Inc.'s predecessors, Cross Country Wireless Cable - I, L.P. and
Cross Country Wireless Cable West, L.P., from 1990 until October 1994. Mr. Tese
was the Director of Economic Development for the State of New York from June
1987 to December 1994. Mr. Tese is currently a director and Chairman of the
Audit Committee of The Bear Stearns Companies, Inc.
MICHAEL A. MCMANUS, JR. Director Since 1994 Age: 57
Mr. McManus has been a director of the Company since October 1994. He
has been President and CEO of Misonix Inc., a medical device company, since
November, 1998. He was President and Chief Executive Officer of New York Bancorp
Inc. ("NYBI") from 1991 to 1998, a director of NYBI from 1990 to 1998 and a
director and Vice Chairman of Home Federal Savings Bank, NYBI's subsidiary, from
1991 to 1998. He is also a director of Document Imaging System Corp. and Novavax
Inc. He has served in numerous government capacities, including Assistant to the
President of the United States from 1982 to 1985 and as Special Assistant to the
Secretary of Commerce during the Ford Administration.
13
<PAGE>
INCUMBENT CLASS I DIRECTOR CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING:
LOUIS B. LLOYD Director Since 1993 Age: 57
Mr. Lloyd has been a director of the Company since October 1993. Since
December 1994 he has been Vice Chairman of Absolute Bank, a Republic of Georgia
bank. Since April 1996, he has been President of Belfinance Securities, Inc., a
broker-dealer. He was President and Chief Executive Officer of Republic New York
Securities Corporation, a brokerage firm subsidiary of Republic New York
Corporation, from 1991 to 1994. For more than five years prior to joining
Republic, Mr. Lloyd was a Senior Executive Vice President of Shearson Lehman
Brothers in its Worldwide Institutional Equity Trading and Sales Departments.
Since 1992 he has been Chairman of Antigua Enterprises, an apparel company.
STOCKHOLDER VOTE REQUIRED FOR PROPOSAL 3 AND BOARD RECOMMENDATION:
The election of the foregoing nominees for director requires the
affirmative vote of the holders of a plurality of the votes of the shares of
Common Stock present in person or represented by proxy at the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
FOREGOING NOMINEES.
14
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The current Executive Officers of the Company are set forth below,
excluding Mr. Cassidy, whose biography is set forth above.
PAUL J. SINDERBRAND Age: 46
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL. Mr. Sinderbrand has been Executive
Vice President and General Counsel of the Company since September 1993. He is a
partner of Wilkinson Barker Knauer, LLP, a Washington, D.C. law firm, where he
concentrates on communications law and represents a variety of wireless
communications providers. Prior to 1995, Mr. Sinderbrand was a partner at
Sinderbrand & Alexander, a Washington, D.C. law firm. During his 20 years as a
practicing attorney he has participated in major regulatory proceedings
involving wireless cable television and drafted many regulations which now
govern the industry, including the proposal pursuant to which the FCC
established wireless cable television.
TIMOTHY A. MATHEWS Age: 37
EXECUTIVE VICE PRESIDENT - TECHNOLOGY. Mr. Mathews has served as the
Company's Executive Vice President - Technology since September 1995. For more
than seven years prior to that time, he served in a variety of managerial
capacities for other pay television companies, including in construction,
technical, supervisory, contractor, marketing and installation capacities. From
August 1993 to August 1994, he was Vice President of Operations of Preferred
Entertainment.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors to file initial reports of ownership and reports of changes in
ownership with the "SEC" and each exchange on which its securities are traded.
Officers and directors are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of such forms furnished to the Company, all requisite filings were
made in 1999.
BOARD OF DIRECTORS AND COMMITTEES
MEETINGS AND ATTENDANCE
During fiscal year ended October 31, 1999, there were two meetings of
the Board of Directors and all directors attended both such meetings.
The two standing Committees of the Board of Directors are the Audit
Committee and the Option Committee.
15
<PAGE>
AUDIT COMMITTEE
The members of this Committee are Messrs. DiBenedetto, Lloyd and
McManus. The Committee had three meetings in fiscal 1999. The Audit Committee's
function is to evaluate the adequacy of the Company's internal accounting
controls, review the scope of the audit by PricewaterhouseCoopers L.L.P. and
related matters pertaining to the examination of the financial statements,
review the year-end and, commencing in July 1999, the quarterly financial
statements, review the nature and extent of any non-audit services provided by
the Company's independent accountants and make recommendations to the Board of
Directors with respect to the foregoing matters as well as with respect to the
appointment of the Company's independent accountants.
OPTION COMMITTEE
The members of this Committee are Messrs. Lloyd and McManus. The Option
Committee had no meetings during 1999. The Option Committee administers the
Company's 1993 Stock Option Plan and the 1997 Equity Incentive Plan. The Option
Committee is generally empowered to interpret the 1993 Stock Option Plan and the
1997 Equity Incentive Plan, to prescribe rules and regulations relating thereto,
to determine the terms of the option agreements, to amend them with the consent
of the optionee, to determine the employees to whom options are to be granted,
and to determine the number of shares subject to each option and the exercise
price thereof.
REMUNERATION OF DIRECTORS AND RELATED MATTERS
Each member of the Board of Directors, other than any employee-director
(Mr. Cassidy is the only such employee-director), receives an annual fee of
$5,000 and $500 per meeting attended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 14, 2000, the Company entered into a Severance Agreement with
Michael J. Specchio, formerly Chairman and a director of the Company, and
Specchio Associates, LLC, pursuant to which the Consulting Agreement with
Specchio Associates was terminated and Mr. Specchio resigned as an officer and
director. Under the Severance Agreement, the Company agreed to pay Specchio
Associates an aggregate of $142,500 in equal monthly installments through
September 2001.
All current transactions between the Company, and its officers,
directors and principal stockholders or any affiliates thereof are, and in the
future such transactions will be, on terms no less favorable to the Company than
could be obtained from unaffiliated third-parties.
16
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information as to compensation paid by
the Company and its subsidiaries for the fiscal years ended October 31, 1997,
1998 and 1999 to each of the directors and executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Securities Other
Compensation Restricted Underlying LTIP Compensation
Name and Principal ($) Stock Options/ Payouts ($)
Position Year Salary($) Bonus($) Award(s) SARs (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Terrence S. Cassidy, 1999 220,000
President and Chief 1998 220,000
Executive Officer 1997 220,000 200,000 50,000
Michael J. Specchio, 1999* 180,000
Chairman** 1998* 180,000
1997* 180,000 200,000 50,000
Timothy Mathews, 1999 120,000
Executive Vice 1998 120,000
President - Technology 1997 120,000
</TABLE>
* Paid to MJS Inc., an affiliate of Mr. Specchio.
** Resigned in March 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End ($)
FY-End (#)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Terrence S. Cassidy 50,000/0 587,500
Michael J. Specchio 50,000/0 587,500
Timothy A. Mathews 50,000 337,500 0/0 0
</TABLE>
17
<PAGE>
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS WITH EXECUTIVE OFFICERS
Pursuant to an employment agreement, dated September 27, 1993, Terrence
S. Cassidy is employed full-time at an annual salary of $220,000. On December
12, 1996, the Company entered into a Severance Benefit Agreement with Mr.
Cassidy amending the employment agreement. The agreement extends the term of his
employment to September 2001, and provides that in the event of a change in
control of the Company, Mr. Cassidy may in certain circumstances terminate his
employment and receive severance benefit pay equal to three times such
executive's annual compensation, including certain bonuses, if any.
Pursuant to this agreement, Mr. Cassidy has agreed not to compete with
the Company during the term of his agreement and for a period of one year
thereafter, and the Company has agreed to indemnify him against expenses
incurred in any proceeding arising out of his employment to the maximum extent
provided by law.
REPORT OF BOARD OF DIRECTORS REGARDING COMPENSATION
The principal goal of the Company's compensation program is to help the
Company attract, motivate and retain the executive talent required to develop
and achieve the Company's strategic and operating goals with a view to
maximizing stockholder value. The key elements of this program and the
objectives of each element are as follows:
BASE SALARY:
o Establish base salaries that are competitive with those payable to
executives holding comparable positions at similar-sized strategic
resource companies.
o Provide periodic base salary increases as appropriate, consistent with
the Company's overall operating and financial performance, with a view
to rewarding successful individual performance and keeping pace with
competitive practices.
LONG-TERM INCENTIVE:
o Facilitate the alignment of executives' interests with those of the
Company's shareholders by providing opportunities for meaningful stock
ownership.
BONUSES, SALARY INCREASES AND OPTION GRANTS:
o Executive officers are eligible to receive option grants, cash bonuses
and increases in salary based upon the performance of the Company and
their individual progress during the preceding year. Such grants, if
any, are determined by the Option Committee or Board of Directors from
time to time during each fiscal year with the input and recommendation
of the Company's Chief Executive Officer. Although the Board does not
have an established policy for measuring performance and establishing
salary, bonuses and option grants, the Board is influenced by the
Company's financial performance and the contributions made by
individual executives to that performance.
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<PAGE>
The Board of Directors believes that such a retrospective analysis is
most appropriate and practicable for an acquisition-oriented company
specializing in development-stage enterprises like the Company, which
operates in an uncertain environment and without the same sorts of
standard measures of performance as are available to more seasoned
companies. In addition, options may be granted to attract new
executives or directors. The Company does not consider the amount and
terms of options and stock already held by executive officers in its
deliberations to determine awards.
COMPENSATION OF CHIEF EXECUTIVE OFFICER:
o The base salary of the Chief Executive Officer is determined according
to the same principles described above as applicable to compensation of
the Company's other executive officers. When determining base salaries,
the Board of Directors considers salary, bonus and long-term incentive
compensation for other comparable companies in the high technology
sector, in similar geographic areas and at similar stages of growth and
development, as reported in public filings of such comparable
companies. The Board of Directors also has discussions with other
industry executives and financial advisors. The Chief Executive Officer
has a great deal of experience in acquiring and building emerging
companies, and the Board views his leadership as a critical factor in
the successes the Company has achieved to date and as very important to
realization of the Company's near-term goals.
SUMMARY OF ACTIONS TAKEN
o Generally once a year, and at more frequent periodic intervals when
deemed necessary in individual cases, the Board of Directors reviews
the performance of the Company's executive officers. The Board of
Directors took no action in fiscal 1999 concerning the performance or
compensation of its executive officers.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION:
o The Board of Directors consists of Messrs. Cassidy, DiBenedetto, Lloyd,
McManus and Tese. Mr. Cassidy is an employee of the Company. The
non-employee directors participated in all deliberations and actions of
the Company's Board of Directors concerning executive officer
compensation. There are no interlocks between the Company and other
entities involving the Company's executive officers and Board members
who serve as executive officers or Board members of such other
entities, except that Messrs. Cassidy, DiBenedetto and Lloyd are
directors of Absolute Bank, of which Mr. Lloyd is Vice Chairman.
PERFORMANCE GRAPH
The following graph provides a comparison of the Company's cumulative
total stockholder return on its Common Stock over the last five fiscal years and
up to December 31, 1999, with (a) the Nasdaq Market Index, which is being used
as the required broad entity market index, (b) the total return on the
previously selected peer group "Cable and Television Systems"
19
<PAGE>
("Old Peer Group"), and (c) the newly selected peer group "Healthcare
Information Services" ("New Peer Group"). The data for both the Old Peer Group
and the New Peer Group is compiled by Media General Financial Services, Inc. The
Company's prior principal operating business was focussed on the wireless cable
industry, which was only a small component of the Old Peer Group. Many of the
other public companies in the wireless cable industry either went bankrupt or
otherwise lost substantial portions of their shareholders' investments, and
their performance as a group was substantially worse than that of the Old Peer
Group or the Company. The Company has selected a new index because although we
continue our efforts to acquire telecommunications businesses and companies,
currently the Company's principal operating division is a business-to-business
healthcare e-commerce company.
The graph below is based on stockholder return, that is, the sum of the
dividends paid and the change in the market price of stock. The following graph
assumes $100 invested on November 1, 1994 in the Company's Common Stock, the
NASDAQ Composite Index, the Old Peer Group, and the New Peer Group. A $1.30 cash
dividend was declared on the Company's Common Stock in 1997. The comparisons in
the graph are required by the SEC and are not intended to forecast or be
indicative of possible future performance of the Company's Common Stock.
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, INDUSTRY INDEXES
AND BROAD MARKET
Based on $100 invested on November 1, 1994, dividends reinvested, and fiscal
year ending October 31.
[CHART OMITTED]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING OCTOBER 31:
----------------------------------------------------
INDEX 1995 1996 1997 1998 1999 4/30/00
- ----- ---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
National Wireless Holdings Inc. 174.19 190.32 192.80 199.81 199.81 266.41
Old Peer Group 106.57 78.53 108.10 180.45 308.94 378.96
New Peer Group 164.50 209.67 250.58 265.05 188.93 155.30
Broad Market 118.62 139.30 182.56 206.42 340.72 448.29
</TABLE>
20
<PAGE>
PROPOSAL 4
RATIFICATION OF THE COMPANY'S SELECTION OF ITS AUDITORS
The Board of Directors recommends to the stockholders that they ratify
the selection of PricewaterhouseCoopers L.L.P., independent auditors, to audit
the accounts of the Company for fiscal year 2000. PricewaterhouseCoopers L.L.P.
served as the Company's auditors for fiscal year 1999. If the stockholders do
not ratify this selection, the Board of Directors will reconsider its selection
of PricewaterhouseCoopers L.L.P. and may appoint new auditors upon
recommendation of the Audit Committee.
A representative of PricewaterhouseCoopers L.L.P. will have the
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NO. 4.
OTHER MATTERS
Management does not know of any business to be transacted at the
meeting other than as indicated herein. However, certain stockholders may
present topics for discussion from the floor. Should any such matter properly
come before the meeting for a vote, the persons designated as proxies will vote
thereon in accordance with their best judgment.
You are urged to sign, date and return the enclosed proxy in the
prepaid envelope provided for such purpose. It is hoped that registered
stockholders will give us advance notice of their plans by marking the box
provided on the proxy card.
If you will need special assistance at the Annual Meeting because of a
disability or if you require directions to the Meeting, please contact James
Kardon, the Secretary of the Company, at (212) 736-1000.
DEADLINE FOR SUBMITTING PROPOSALS FOR NEXT YEAR'S MEETING. Stockholders
who intend to present proposals in connection with the Company's 2001 Annual
Meeting of Stockholders must submit their proposals to the Corporate Secretary
of the Company on or before October 31, 2000.
New York, New York
May 23, 2000
James Kardon
SECRETARY
21
<PAGE>
EXHIBIT LIST
Exhibit A: National Wireless Holdings Inc. 2000 Director Option Plan
22
<PAGE>
EXHIBIT A
NATIONAL WIRELESS HOLDINGS INC.
2000 DIRECTOR OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this 2000 Director Option Plan are
to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board. All options granted hereunder shall be
nonstatutory stock options.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the common stock of the Company.
(d) "Company" means National Wireless Holdings Inc., a Delaware
corporation.
(e) "Director" means a member of the Board.
(f) "Disability" means total and permanent disability as defined in
section 22(e)(3) of the Code.
(g) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(i) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
grant as reported in The Wall Street Journal or such other source as
the Board deems reliable;
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<PAGE>
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market
Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock for the last market trading
day prior to the time of grant, as reported in The Wall Street Journal
or such other source as the Board deems reliable; or
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Board.
(j) "Inside Director" means a Director who is an Employee.
(k) "Option" means a stock option granted pursuant to the Plan.
(l) "Optioned Stock" means the Common Stock subject to an Option.
(m) "Optionee" means a Director who holds an Option.
(n) "Outside Director" means a Director who is not an Employee.
(o) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(p) "Plan" means this 2000 Director Option Plan.
(q) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.
(r) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 70,000 Shares (the "Pool"). The Shares may be authorized, but
unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.
4. ADMINISTRATION AND GRANTS OF OPTIONS UNDER THE PLAN.
(a) Procedure for Grants. All grants of Options to Outside Directors
under this Plan shall be automatic and nondiscretionary and shall be made
strictly in accordance with the following provisions:
24
<PAGE>
(i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares
to be covered by Options.
(ii) Each Outside Director shall be automatically granted an Option
to purchase 5,000 Shares (the "First Option") on the date on such
person first becomes an Outside Director, whether through election by
the shareholders of the Company or appointment by the Board to fill a
vacancy; provided, however, that an Inside Director who ceases to be an
Inside Director but who remains a Director shall not receive a First
Option.
(iii) Each Outside Director shall be automatically granted an Option
to purchase 2,500 Shares (a "Subsequent Option") on the date of the
annual stockholders meeting of each year provided he or she is then an
Outside Director and if as of such date, he or she shall have served on
the Board for at least the preceding six (6) months.
(iv) Notwithstanding the provisions of subsections (ii) and (iii)
hereof, any exercise of an Option granted before the Company has
obtained shareholder approval of the Plan in accordance with Section 16
hereof shall be conditioned upon obtaining such shareholder approval of
the Plan in accordance with Section 16 hereof.
(v) The terms of a First Option granted hereunder shall be as
follows:
(A) the term of the First Option shall be five (5) years.
(B) the First Option shall be exercisable only while the Outside
Director remains a Director of the Company, except as set forth
in Sections 8 and 10 hereof.
(C) the exercise price per Share shall be 100% of the Fair Market
Value per Share on the date of grant of the First Option.
(D) subject to Section 10 hereof, the First Option shall become
exercisable as to 33-1/3% percent of the Shares subject to the
First Option immediately and as to an additional 33 1/3% on each
of the first two anniversaries of its date of grant, provided
that the Optionee continues to serve as a Director on such dates.
(vi) The terms of a Subsequent Option granted hereunder shall be
as follows:
(A) the term of the Subsequent Option shall be five (5) years;
(B) the Subsequent Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set
forth in Sections 8 and 10 hereof;
(C) the exercise price per Share shall be 100% of the Fair Market
Value per Share on the date of grant of the Subsequent Option;
and
(D) subject to Section 10 hereof, the Subsequent Option shall
become exercisable as to 100% percent of the Shares subject to
the Subsequent Option on its date of grant.
25
<PAGE>
(vii) In the event that any Option granted under the Plan would cause
the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the
remaining Shares available for Option grant shall be granted under
Options to the Outside Directors on a pro rata basis. No further grants
shall be made until such time, if any, as additional Shares become
available for grant under the Plan through action of the Board or the
shareholders to increase the number of Shares which may be issued under
the Plan or through cancellation or expiration of Options previously
granted hereunder.
5. ELIGIBILITY. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.
The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director or the Company
may have to terminate the Director's relationship with the Company at any time.
6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the shareholders of the Company
as described in Section 16 of the Plan. It shall continue in effect for a term
of five (5) years unless sooner terminated under Section 11 of the Plan.
7. FORM OF CONSIDERATION. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee for
more than six (6) months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (iv) consideration received
by the Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (v) any combination of the foregoing methods of
payment.
8. EXERCISE OF OPTION.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times as are set forth in Section
4 hereof; provided, however, that no Options shall be exercisable until
shareholder approval of the Plan in accordance with Section 16 hereof has been
obtained.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
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<PAGE>
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 10 of
the Plan.
Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) Termination of Continuous Status as a Director. Subject to Section
10 hereof, in the event an Optionee's status as a Director terminates (other
than upon the Optionee's death or Disability), the Optionee may exercise his or
her Option, but only within three (3) months following the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than the expiration of
its five (5) year term). To the extent that the Optionee was not entitled to
exercise an Option on the date of such termination, and to the extent that the
Optionee does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.
(c) Disability of Optionee. In the event Optionee's status as a
Director terminates as a result of Disability, the Optionee may exercise his or
her Option, but only within twelve (12) months following the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than the expiration of
its five (5) year term). To the extent that the Optionee was not entitled to
exercise an Option on the date of termination, or if he or she does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.
(d) Death of Optionee. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it on the date of death (but in no event later than the
expiration of its five (5) year term). To the extent that the Optionee was not
entitled to exercise an Option on the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.
9. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
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<PAGE>
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, and the number of
Shares issuable pursuant to the automatic grant provisions of Section 4 hereof
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it shall terminate immediately prior to the
consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the Company with
or into another corporation or the sale of substantially all of the assets of
the Company, outstanding Options may be assumed or equivalent options may be
substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or substituted for, the Option
or equivalent option shall continue to be exercisable as provided in Section 4
hereof for so long as the Optionee serves as a Director or a director of the
Successor Corporation. Following such assumption or substitution, if the
Optionee's status as a Director or director of the Successor Corporation, as
applicable, is terminated other than upon a voluntary resignation by the
Optionee, the Option or option shall become fully exercisable, including as to
Shares for which it would not otherwise be exercisable. Thereafter, the Option
or option shall remain exercisable in accordance with Sections 8(b) through (d)
above.
If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable. In such event the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.
For the purposes of this Section 10(c), an Option shall be considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration
28
<PAGE>
chosen by the holders of a majority of the outstanding Shares). If such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Board may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
11. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Amendment and Termination. The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with any applicable law, regulation
or stock exchange rule, the Company shall obtain shareholder approval of any
Plan amendment in such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.
12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4 hereof.
13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
state securities laws, and the requirements of any stock exchange upon which the
Shares may then be listed on Nasdaq, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
14. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
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<PAGE>
15. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
16. SHAREHOLDER APPROVAL. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law and any stock exchange or Nasdaq
rules.
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<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
P
PROXY CARD
R
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2000
X
The undersigned hereby (a) acknowledges receipt of the Notice of
Annual Meeting of Stockholders of National Wireless Holdings Inc. (the
"Company") to be held on June 26, 2000 and the Proxy Statement in connection
therewith, each dated May 23, Y
2000; (b) appoints Terrence S. Cassidy as Proxy, with the power to appoint
a substitute; (c) authorizes the Proxy to represent and vote, as
designated hereon, all the shares of Common Stock of the Company, held of record
by the undersigned on May 22, 2000, at such Annual Meeting and at any
adjournment(s) thereof; and (d) revokes any proxies heretofore given.
<TABLE>
<S> <C>
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE SEE REVERSE SIDE
</TABLE>
1. Election of Directors
CLASS III DIRECTORS: Terrence S. Cassidy FOR / / WITHHOLD
AUTHORITY / /
Thomas R. DiBenedetto FOR / / WITHHOLD
AUTHORITY / /
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE AMENDMENT TO THE 1997
EQUITY INCENTIVE PLAN, FOR THE ADOPTION OF THE 2000 NON-EMPLOYEE DIRECTORS PLAN
AND FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS L.L.P. AS INDEPENDENT
AUDITORS AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
2. Amendment to 1997 Equity Incentive
Plan FOR / / AGAINST / / ABSTAIN / /
3. Adoption of 2000 Non-Employee Directors
Plan FOR / / AGAINST / / ABSTAIN / /
4. Ratification of PricewaterhouseCoopers L.L.P. as the Company's independent
auditors
FOR / / AGAINST / / ABSTAIN / /
Signature(s) ______________________
Signature(s) ______________________
Date ______________________________
NOTE: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
