<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2) )
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ORYX TECHNOLOGY CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Oryx Technology Corp.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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:
1
<PAGE>
[_] 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:
2
<PAGE>
ORYX TECHNOLOGY CORP.
1100 Auburn Street
Fremont, California 94538
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Oryx
Technology Corp., a Delaware corporation (the "Company"), will be held at 1100
Auburn Street, Fremont, California 94538 at 10:00 a.m. on Monday, October 25,
1999, for the following purposes:
PROPOSAL 1. To elect eight (8) directors of the Company for terms expiring
at the 2000 Annual Meeting;
PROPOSAL 2. To ratify the selection of PricewaterhouseCoopers LLP as
auditors of the Company's financial statements for the fiscal year ending
February 29, 2000;
and to transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The close of business on September 10, 1999 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. To assure your representation at the Annual Meeting, however, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
stockholder attending the Annual Meeting may vote in person even if such
stockholder has returned a proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY MAIL YOUR PROXY IN THE ENVELOPE PROVIDED FOR YOUR CONVENIENCE.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING AND, IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andrew Intrater
----------------------------------
Andrew Intrater, Secretary
Dated: September 17, 1999
3
<PAGE>
ORYX TECHNOLOGY CORP.
1100 Auburn Street
Fremont, California 94538
PROXY STATEMENT
------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Oryx Technology Corp. (the "Company") for
use at the Annual Meeting of Stockholders to be held on October 25, 1999, or at
any adjournments thereof (the "Annual Meeting"), for the purposes set forth
herein and in the foregoing Notice. This Proxy Statement and the accompanying
Proxy are being mailed to the Company's stockholders on or about September 17,
1999.
At the close of business on September 10, 1999, the record date fixed by
the Board of Directors of the Company for determining those stockholders
entitled to vote at the Annual Meeting (the "Record Date"), the outstanding
shares of the Company entitled to vote consisted of 15,526,555 shares of Common
Stock and 3,750 shares of Series A Preferred Stock. Each stockholder of record
at the close of business on the Record Date is entitled to one vote for each
share then held on each matter submitted to a vote of the stockholders.
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Stockholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected (Proposal 1) by a
plurality of the votes cast by the shares of Common Stock represented in person
or by proxy at the Annual Meeting. Under applicable Delaware state law, if a
quorum exists, action on a matter other than the election of directors is
approved if a majority of shares voting at the Annual Meeting in person or proxy
favor the proposed action. If less than a majority of outstanding shares
entitled to vote are represented at the Annual Meeting, a majority of the shares
so represented may adjourn the Annual Meeting to another date, time or place,
and notice need not be given of the new date, time or place if the new date,
time or place is announced at the meeting before an adjournment is taken.
Abstentions and "broker non-votes" are counted as shares eligible to vote
at the Annual Meeting in determining whether a quorum is present, but do not
represent votes cast with respect to any Proposal. "Broker non-votes" are shares
held by a broker or nominee as to which
4
<PAGE>
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power.
A form of proxy is enclosed for use at the Annual Meeting. The proxy may be
revoked by a stockholder at any time prior to the exercise thereof, and any
stockholder at any time prior to the exercise thereof, and any stockholder
present at the Annual Meeting, may revoke his proxy thereat and vote in person
if he or she so desires. When such proxy is properly executed and returned, the
shares it represents will be voted at the Annual Meeting, in accordance with any
instructions noted thereon. If no direction is indicated, all shares represented
by valid proxies received pursuant to this solicitation (and not revoked prior
to exercise) will be voted for the election of the nominees for directors named
herein (unless authority to vote is withheld) and in favor of all other
proposals stated in the Notice of Annual Meeting and described in this Proxy
Statement.
The Company's Annual Report for the fiscal year ended February 28, 1999 is
enclosed with this Proxy Statement.
PROPOSAL 1:
ELECTION OF DIRECTORS
NOMINEES
Eight (8) current members of the Board of Directors are to be elected at
the Annual Meeting, each to hold office until the next Annual Meeting and until
their successors are elected and qualified. The Board of Directors has nominated
for election as directors the eight (8) persons indicated in the following
table. In the election of directors, the proxy holders intend, unless directed
otherwise, to vote for the election of the nominees named below, all of whom are
now members of the Board of Directors.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
The following table gives certain information as to each person nominated
for election as director and the Company's executive officer:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Philip J. Micciche 65 President, Chief Executive Officer
and Director
Mitchel Underseth 43 Chief Financial Officer and Director
Andrew Intrater 37 Secretary, Treasurer and Director
Dr. John H. Abeles 54 Director
Jay M. Haft 63 Director
5
<PAGE>
Richard Hubbard 39 Director
Doug McBurnie 56 Director
Ted. D. Morgan 57 Director
</TABLE>
PHILIP J. MICCICHE was elected to serve as the Company's President and
Chief Executive Officer and to serve as a Director of the Company on April 25,
1997. From 1993 through 1995, Mr. Micciche was Chief Executive Officer of AXCIS
Information Networks, a provider of sports information data. From 1990 through
1992, Mr. Micciche was President of Dysan International/Magnetics L.P. and
oversaw its initial public offering in Hong Kong in 1991. From 1983 through
1990, he held several executive management positions at Xidex Corp. In one of
those positions, Mr. Micciche brought the division from a loss to a substantial
profit in less than 15 months. From 1983 through 1985, Mr. Micciche was Senior
Vice President Marketing at Xidex Magnetics, where sales increased $42 million
in that two (2) year time period (Xidex merged with Dysan Corp. in 1985). Prior
to 1983, Mr. Micciche held positions as Chief Executive Officer, Vice President
Sales, Product Sales Manager and Chief Engineer for various companies. Mr.
Micciche received his BSEE from Northeastern University in Boston.
MITCHEL UNDERSETH has served as Chief Financial Officer of the Company
since November 25, 1996, with additional responsibilities for human resources.
Mr. Underseth was elected as a Director of the Company in October 1997. From
August 1992 through November 1996, Mr. Underseth was Chief Financial Officer of
Triptych CD/San Joaquin Packaging in Stockton, California. From March 1990
through April 1992, Mr. Underseth was Chief Financial Officer of Dysan
International/Magnetic L.P., a spin-off of Xidex's Flexible Disk Group. From
September 1986 through March 1990, Mr. Underseth was Vice President-Finance of
Xidex Flexible Disk Group and Rigid Oxide Group in Santa Clara, California. Mr.
Underseth received his M.B.A. from the University of Washington in Seattle and
his B.S. in Business from Lewis and Clark College in Portland, Oregon.
ANDREW INTRATER has been a Director, Secretary and Treasurer of the Company
since its organization in July 1993. He had been employed in various executive
capacities with the Company from its organization in July 1993 until March 1998
when he resigned from the Company's employment following the sale of the
Company's majority ownership position in Oryx Instruments & Materials
Corporation, since renamed as Oryx Instruments Corporation. Mr. Intrater is
currently the President and Chief Executive Officer of Oryx Instruments
Corporation. Mr. Intrater previously held various executive positions with ATI,
the predecessor corporation to the Company. Between September 1988 and May 1993,
Mr. Intrater served as President of ATI and was a Director since 1983. Mr.
Intrater received his B.S. in Chemical Engineering from Rutgers University and a
M.S. in Materials Science from Columbia University.
JOHN H. ABELES, M.D., has been a Director of the Company since its
organization in July 1993 and of ATI commencing October 1991 and Chairman of the
Board of the Company from October 1993 until April 1997. Since March 1992, Dr.
Abeles has been a General Partner of Northlea Partners Ltd. ("Northlea
Partners"), Boca Raton, Florida, a private investment
6
<PAGE>
partnership. Since 1980, Dr. Abeles has been President of MedVest, Inc., Boca
Raton, Florida, a business and financial consulting firm. Dr. Abeles serves
on the Board of Directors of I-Flow Corporation, Irvine, California, a
publicly traded company which manufactures infusion devices, DUSA
Pharmaceuticals, Inc., a publicly traded company, which is developing
photodynamic therapy products, Pharma Print Corporation, which manufactures
botanical products, Encore Medical Corporation, which is an orthopedic
implant concern and Ambersand Medical Inc., which is researching medical
diagnostic equipment.
JAY M. HAFT has been a Director of the Company since February 1995. He is a
strategic and financial consultant for growth stage companies and is active in
international corporate finance, mergers and acquisitions, as well as in the
representation of emerging growth companies. He has actively participated in
strategic planning and fund raising for many high-tech companies, leading edge
medical technology companies and technical product, service and marketing
companies. He is a Managing General Partner of Gen Am "1" Venture Fund, an
international venture capital fund. Mr. Haft is also a director of numerous
public and private corporations, including Robotic Vision Systems, Inc. (OTC),
NCT Group, Inc. (OTC), DECAP Group (OTC), Encore Medical Corporation (OTC), PC
Service Source, Inc. (OTC), DUSA Pharmaceuticals, Inc. (OTC), and Thrift
Management, Inc. (OTC). He serves as Chairman of the Board of Noise Cancellation
Technologies, Inc. He is currently of counsel to the law firm of Parker Duryee
Rosoff & Haft, in New York. Mr. Haft was previously a senior corporate partner
of such firm (1989-1994), and prior to that a founding partner of Wofsey,
Certilman, Haft et al. (1966-1988). Mr. Haft is a past member of the Florida
Commission for Government Accountability to the People, Treasurer of the Miami
Ballet and a trustee of Florida International University. He is a graduate of
Yale College and Yale Law School.
RICHARD HUBBARD has been a Director of the Company since October 1997. Mr.
Hubbard is currently a director and an analyst with the VMR High Octane Fund at
Value Management & Research GmbH. The High Octane Fund invests in small to
mid-cap companies worldwide. Since 1991, Mr. Hubbard has been a founding member
of Namco, an African marine diamond mining and exploration company. He was a
director at Acomex Ltd. where he was involved in the launch of Video Plus (a
video coding and recording system) in the United Kingdom market. Mr. Hubbard was
a founding partner in Connolly and Hubbard Trading, a trading company
specializing in foreign exchange and commodities.
DOUG MCBURNIE has been a Director of the Company since July 1997. Mr.
McBurnie is retired. He was formerly Senior Vice President, Computer, Consumer &
Network Products Group, of VLSI Technology. In that position he was responsible
for VLSI's businesses in Advanced Computing, ASIC's, Consumer Digital
Entertainment and Local/Wide Area Networking. Prior to joining VLSI, Mr.
McBurnie was with National Semiconductor where he was Senior Vice President and
General Manager of their Communications and Consumer Group. Previously, he was
Vice President and General Manager of National's Local Area Network Division.
Under his leadership, National became the recognized leader in networking
circuits, one of the top telecom IC suppliers, and made a strong push into
consumer entertainment markets. Prior to joining National Semiconductor, he held
key executive positions at a number of Silicon Valley companies, including Xidex
Corporation, Precision Monolithics and Fairchild
7
<PAGE>
Semiconductor. Mr. McBurnie holds a bachelor of arts degree in business
administration from Baldwin Wallace College in Berea, Ohio.
TED D. MORGAN has been a Director of the Company since April 1996. He is
Founder and Managing Partner of Alternative Technologies International ("ATI"),
Santa Rosa, California. ATI is an international financial advisory firm
specializing in services for emerging growth companies with unique proprietary
technologies. Prior to founding ATI, he founded several companies including the
Office Club, which merged with Office Depot in 1990.
All directors are elected annually by the stockholders of the Company
and serve until their respective successors are duly elected and qualified.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ending February 28, 1999, there were nine meetings
of the Company's Board of Directors. Each Board member attended 75% or more of
the aggregate of the Meetings of the Board of Directors and the meetings of all
Committees of the Board of Directors on which he served except for Ted D.
Morgan.
The Compensation Committee was established on March 28, 1995. The members
of the Compensation Committee are Dr. John H. Abeles, Jay M. Haft and Richard
Hubbard, none of whom are employees of the Company. The Compensation Committee
makes recommendations with respect to compensation of senior officers and
granting of stock options and stock awards. The Compensation Committee met two
times during the fiscal year ended February 28, 1999.
The Audit Committee was established on March 28, 1995. The members of the
Audit Committee are Jay Haft, and Ted Morgan, neither of whom is an employee of
the Company. The functions of the Audit Committee are to define the scope of the
audit, review the auditor's reports and comments, and monitor the internal
auditing procedures of the Company. The Audit Committee did not meet during the
fiscal year ended February 28, 1999 but did meet on April 27, 1999.
There is no Nominating Committee of the Board of Directors.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended requires
the Company's directors and executive officers, and persons who own more than
ten percent (10%) of a registered class of the Company's equity securities, to
file with the Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent (10%) stockholders are required by
Commission regulation to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports and amendments thereto furnished to the Company and written
representations from the reporting persons that no other reports were required
during the fiscal year ended February 28, 1999, the
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<PAGE>
Company believes that all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent (10%) beneficial owners were
complied with during the fiscal year ended February 28, 1999.
REMUNERATION OF NON-EMPLOYEE DIRECTORS
Each member of the Board of Directors who is not an employee of the Company
is compensated for his services as a Director as follows: $750.00 for each Board
Meeting attended in person, and $250.00 for each Board Meeting attended by
telephone. In addition, the Company grants each non-employee member of the Board
of Directors stock options under the Director's Non-Qualified Stock Option Plans
as described below.
At the Company's 1995 Annual Stockholders' Meeting, the Company's
stockholders approved the establishment of the 1995 Directors Non-Qualified
Stock Option Plan (the "1995 Directors Plan") providing for grants to the
Company's non-employee Directors ("Outside Directors") in order to attract and
retain Outside Directors who possess a high degree of competence, experience,
leadership and motivation. A total of 225,000 shares of Common Stock are
reserved for issuance to the Company's Outside Directors upon exercise of
non-qualified options under the 1995 Directors Plan.
At the Company's 1996 Annual Stockholders' Meeting, the Company's
stockholders approved the establishment of the 1996 Directors Non-Qualified
Stock Option Plan (the "1996 Directors Plan") providing for grants to Outside
Directors. A total of 250,000 shares of Common Stock are reserved for issuance
to the Company's Outside Directors upon exercise of non-qualified options issued
under the 1996 Directors Plan.
The 1995 Directors Plan and the 1996 Directors Plan are administered by the
Compensation Committee of the Company's Board of Directors, which will at all
times consist solely of Outside Directors.
9
<PAGE>
The following non-employee Directors were granted options to purchase the
Company's Common Stock during the fiscal year ended February 28, 1999:
<TABLE>
<CAPTION>
Name Number of Shares Weighted Average Exercise Price
---------------- -------------------------------
<S> <C> <C>
Dr. John H. Abeles 45,000 (1) $ 1.37
Jay M. Haft 45,000 (1) $ 1.37
Ted D. Morgan 30,000 (2) $ 1.37
- -----------
</TABLE>
(1) Option for 15,000 shares granted under the 1995 Directors Plan and option
for 30,000 shares granted under the Incentive and Nonqualified Stock Option
Plan.
(2) Option for 30,000 shares granted under the 1996 Directors Plan.
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending February 29, 2000 and
has further directed that management submit the selection of auditors for
ratification by the stockholders at the Annual Meeting. A predecessor of
PricewaterhouseCoopers LLP was first appointed independent auditors of the
Company in August, 1993. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Board will reconsider whether to retain that firm. Even if the selection is
ratified, the Board in its discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board determines
that such a change would be in the best interests of the Company and its
stockholders.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of August 31, 1999 (i) by each person
who is known to the Company to be the owner of more than five percent (5%) of
the Company's Common Stock, (ii) by each of the Company's Directors, (iii) by
each of the Company's executive officers, and (iv) by all Directors and
executive officers of the Company as a group. As of August 31, 1999, there were
issued and outstanding 15,526,555 shares of Common Stock of the Company.
<TABLE>
<CAPTION>
Number of Shares of Percent of
Name and Address of Beneficial Owner Common Stock Class
- ------------------------------------ ------------------- ----------
<S> <C> <C>
Philip Micciche 459,734(1) 3.0%
1100 Auburn Street
Fremont, CA 94538
Mitchel Underseth 301,755(2) 1.9%
1100 Auburn Street
Fremont, CA 94538
Andrew Intrater 447,210(3) 2.9%
47341 Bayside Parkway
Fremont, CA 94538
John Abeles 571,935(4) 3.7%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft 112,659(5) *
2 Grove Isle Dr, #1208B
Coconut Grove, FL 33122
Richard Hubbard 40,000(6) *
130, Minories
London, EC3N 1NT U.K.
Doug McBurnie 40,000(7) *
1109 McKay Drive, MS 24
San Jose, CA 95131
11
<PAGE>
Ted D. Morgan 65,000(8) *
1304 S. Point Boulevard, Ste. 220
Petaluma, CA 94954
842,105 5.4%
VMR High Octane Fund
c/o Meespeirson Fund Services
19-20 North Quay
Douglas, Isle of Man 1M991M
All Officers and Directors 2,038,293 13.1%
as a Group (8 persons) (9)
- ---------------------------
</TABLE>
* Represents less than 1% of the outstanding shares
(1) Represents shares subject to stock options exercisable as of August 31,
1999 or within 60 days thereafter.
(2) Represents shares subject to stock options exercisable as of August 31,
1999 or within 60 days thereafter.
(3) Includes 264,877 shares subject to stock options exercisable as of August
31, 1999 or within 60 days thereafter and 500 shares of Common Stock
issuable upon conversion of Warrants.
(4) Includes 303,008 shares of Common Stock held by Northlea Partners Ltd. of
which Dr. Abeles is the General Partner, and 35,000 shares issuable upon
conversion of the Company's Series A Preferred Stock also held by Northlea
Partners. Also includes 9,375 shares of Common Stock issuable upon exercise
of certain Bridge Warrants. Includes 37,764 shares of Common Stock issuable
upon conversion of Warrants, held by Northlea Partners. Also includes
90,000 shares subject to stock options exercisable as of August 31, 1999 or
within 60 days thereafter. Also includes 96,789 shares of Common Stock
issuable upon conversion of the 1996 Bridge Warrant.
(5) Includes 90,000 shares subject to stock options exercisable as of August
31, 1999 or within 60 days thereafter. Also includes 22,659 shares of
common stock issuable upon conversion of Warrants.
(6) Represents shares subject to stock options exercisable as of August 31,
1999 or within 60 days thereafter.
(7) Represents shares subject to stock options exercisable as of August 31,
1999 or within 60 days thereafter.
(8) Represents shares subject to stock options exercisable as of August 31,
1999 or within 60 days thereafter.
12
<PAGE>
(9) Includes an aggregate of 1,553,453 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock, included
pursuant to notes (1)-(8).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July, 1998, the Company extended an unsecured loan in the aggregate
principal amount of $35,000 to Mitchel Underseth, Chief Financial Officer and a
Director of the Company pursuant to the terms of a promissory note (the "Note").
The Note bears interest of seven percent (7.0%) per annum and is payable in full
on the earlier of (i) July 15, 2000 or (ii) thirty days after Mr. Underseth's
full-time employment with the Company is terminated (the "Maturity Date").
Principal and interest under the Note are payable in full on the Maturity Date.
As of August 31, 1999, there was outstanding principal and interest of $23,130
under the Note.
In February, 1999 the Company received approximately 55,000 shares of
Common Stock of Applied Magnetics Corp. ("Applied Magnetics") assigned to it by
the Company's Chief Executive Officer, Philip Micciche. Mr. Micciche received
shares pursuant to a non-competition agreement executed by Mr. Micciche in
connection with his providing consulting services to DAS Devices, Inc. ("DAS"),
a magnetic read-write head manufacturer that recently merged with Applied
Magnetics.
13
<PAGE>
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth the total compensation earned by the Chief
Executive Officer and the Company's other executive officers whose total salary
and compensation exceeded $100,000 for services rendered in all capacities for
the year ended February 28, 1999 and for the years ended February 28, 1998 and
February 29, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Principal Fiscal Other Annual All Other
Position Year Salary Bonus Compensation Compensation
- -------- ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Philip Micciche, 1999 $ 158,542 $ - $ - -
President & Chief 1998 $ 127,308 $ - $4,000(1) -
Executive Officer
Mitchel Underseth 1999 $ 126,377 $ - $3,600(2) -
Chief Financial Officer 1998 $ 137,558 $44,053(3) $3,600(2) -
1997 $ 31,900 $25,000(4) $1,200(2) -
Andrew Intrater, 1999 $ - $ - - -
Secretary/Treasurer 1998 $ 135,000 $ - - $8,578(5)
1997 $ 125,583 $ - - $8,578(5)
</TABLE>
(1) Other annual compensation consists of payment for consulting services
provided by Mr. Micciche to the Company.
(2) Other annual compensation consists of payments to Mr. Underseth in lieu of
Company supplied health benefits.
(3) Mr. Underseth received a $44,053 performance bonus in March 1998
attributable to fiscal year 1998.
(4) Pursuant to Mr. Underseth's agreement to join the Company, a $25,000
signing bonus was paid to Mr. Underseth, subject to a minimum employment period
of one year.
(5) Other compensation consists of premiums paid on behalf of Mr. Intrater for
term life insurance in the face amount of $1,000,000, which is payable to Mr.
Intrater's beneficiary upon his death, less the amount of the premiums
theretofore paid on his behalf which are remitted to the Company.
14
<PAGE>
The following table sets forth as to the Chief Executive Officer and each
of the executive officers named under the Summary Compensation Table, certain
information with respect to grants of options to purchase shares of Common Stock
of the Company as of and for the year ended February 28, 1999.
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Option/SARs Grants Exercise
Option/SARs Granted to or Base
Granted Employees in Price Exp.
Number (#)(1) Fiscal Year 1999(2) ($/Sh) Date
------------- ------------------- ------ ----
<S> <C> <C> <C> <C>
Philip Micciche 360,000 44% $1.37 4/27/01
Mitchel Underseth 160,000 20% $1.37 4/27/01
Andrew Intrater -0- - - -
</TABLE>
- ---------------------------
(1) Options granted in this table have exercise prices equal to the fair
market value of the Company's Common Stock on the date of grant. All such
options become exercisable at a rate of 1/36th per month following the date of
grant, for a total three year vesting period following the date of grant.
(2) The Company granted options to purchase a total of 812,000 shares of
Common Stock to employees for the year ended February 28, 1999.
15
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION SAR/VALUES
<TABLE>
<CAPTION>
Value of
Number of unexercised in-the-
unexercised money
Options/SARS at Options/SARS at
FY-end(#) FY-end($)
Shares Acquired on exercisable/ exercisable/
Exercise # Value realized (#) unexercisable exercisable(1)
---------- ------------------ ------------- --------------
<S> <C> <C> <C> <C>
Philip Micciche 0 0 336,720/543,280 227,978/366,790
Mitchel Underseth 0 0 239,058/330,942 121,654/182,605
Andrew Intrater 0 0 234,689/150,936 98,066/78,936
</TABLE>
- ------------------------------------------
(1) Calculated on the basis of the closing price of $2.125 per share on
February 28, 1999 minus the exercise price.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement dated as of April 25, 1997
with Mr. Philip Micciche, Chief Executive Officer, terminable immediately by
either party, providing for annual compensation of $150,000 to Mr. Micciche
during the term of the agreement and increases in salary based upon the
recommendation of the Compensation Committee. In the event Mr. Micciche is
terminated without cause by the Company, he will receive his annual compensation
for six months.
The Company entered into an employment agreement dated as of November 1,
1996 with Mr. Mitchel Underseth, Chief Financial Officer, terminable immediately
by either party, providing for annual compensation of $120,000, with increases
in salary based upon the recommendation of the Compensation Committee. In the
event Mr. Underseth is terminated without cause by the Company, he will receive
his annual compensation for six months.
The Company entered into an employment agreement dated as of May 3, 1993
with Mr. Andrew Intrater, Secretary and Treasurer, terminable immediately by
either party, providing for annual compensation of $100,000 during the term of
the agreement and increases in salary based upon the recommendation of the
Compensation Committee. In the event Mr. Intrater is terminated without cause by
the Company, he will receive his annual compensation for six months. Mr.
Intrater also entered into a non-competition agreement with the Company which
restricts his engagement in competitive activities during the term of his
employment and prohibits him from soliciting customers and employees of the
Company for a period of twelve months following termination of his employment.
This agreement also requires Mr. Intrater to maintain the confidentiality of
information and proprietary data relating to the Company and its activities. On
16
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February 27, 1998, these agreements terminated upon Mr. Intrater's resignation
from the Company. Mr. Intrater continues to serve as Director, Secretary and
Treasurer of the Company.
The Company currently offers basic health and major medical insurance to
its employees. The Company has adopted a non-contributory 401(k) Plan for its
employees who wish to participate on a voluntary basis, but no retirement,
pension or similar program has been adopted by the Company.
OTHER MATTERS
EXPENSES OF SOLICITATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, and the entire cost of such solicitation will be borne
by the Company. In addition to the use of the mails, proxies may be solicited by
directors, officers and employees of the Company, by personal interview,
telephone and facsimile. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material and annual reports to the beneficial owners of stock held of record by
such persons, and the Company will reimburse them for reasonable out-of-pocket
and clerical expenses incurred by them in connection therewith.
FINANCIAL AND OTHER INFORMATION
All financial information is incorporated by reference to the information
contained in the Financial Statements included in the Company's Annual Report to
security holders. COPIES OF THE COMPANY'S COMPLETE ANNUAL REPORT AND FORM 10-KSB
ARE AVAILABLE WITHOUT CHARGE UPON REQUEST MADE TO THE COMPANY'S CORPORATE
OFFICES.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 2000 Annual Meeting of Stockholders must be received by the Company no
later than May 20, 2000, in order to be included in the proxy statement and
proxy relating to the 2000 Annual Meeting.
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DISCRETIONARY AUTHORITY
The Annual Meeting is called for the specific purposes set forth in the
Notice of Annual Meeting as discussed above, and also for the purpose of
transacting such other business as may properly come before the Annual Meeting.
At the date of this Proxy Statement the only matters which management intends to
present, or is informed or expects that others will present for action at the
Annual Meeting, are those matters specifically referred to in such Notice. As to
any matters which may come before the Annual Meeting other than those specified
above, the proxy holder will be entitled to exercise discretionary authority.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andrew Intrater
----------------------------------
Andrew Intrater, Secretary
Dated: September 17, 1999
Fremont, California
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APPENDIX A
ORYX TECHNOLOGY CORP.
1100 AUBURN STREET
FREMONT, CA 94538
PROXY
The undersigned hereby constitutes and appoints Philip J. Micciche as Proxy,
with the power to appoint his substitute, and hereby authorizes him to represent
and to vote as designated below, all shares of common stock of the Company held
of record by the undersigned on September 10, 1999 at the Annual Meeting of
Stockholders to be held on October 25, 1999 or any adjournment thereof.
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the for all such nominees listed
contrary) below
/ / / /
Philip J. Micciche
Mitchel Underseth
Andrew Intrater
John H. Abeles
Jay M. Haft
Richard Hubbard
Doug McBurnie
Ted D. Morgan
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE PLEASE
DRAW A LINE THROUGH THAT NOMINEE'S NAME)
2. To ratify the appointment of PricewaterhouseCoopers LLP as auditors of the
Company's financial statements for the fiscal year ending February 29,
2000;
/ / FOR / / AGAINST / / ABSTAIN
3. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ORYX TECHNOLOGY
CORP. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
The undersigned stockholder hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement and hereby revokes any proxy or proxies heretofore
given. This proxy may be revoked at any time prior to the Annual Meeting. If you
received more than one proxy card, please date, sign and return all cards in the
accompanying envelope.
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Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in the corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
-----------------------------
Signature
-----------------------------
Signature If Held Jointly
-----------------------------
(Please Print Name)
-----------------------------
Number of Shares Subject to Proxy
Dated: _______________, 1999
2
