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 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 under Rule 14a-12
ORYX TECHNOLOGY CORP.
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(Name of Registrant as Specified in Its Charter)
ORYX TECHNOLOGY CORP.
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(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:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<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 16,
2000, for the following purposes:
Proposal 1. To elect eight (8) directors of the Company for terms
expiring at the 2001 Annual Meeting; and
Proposal 2: To ratify the selection of PricewaterhouseCoopers LLP as
auditors of the Company's financial statements for the fiscal year ending
February 28, 2001;
and to transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The close of business on August 28, 2000 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 12, 2000
<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 16, 2000, 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 15,
2000.
At the close of business on August 28, 2000, 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 16,704,671 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
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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 29, 2000
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 officers as of
August 31, 2000.
Name Age Position
---- --- --------
Philip J. Micciche 66 President, Chief Executive Officer
and Director
Mitchel Underseth 44 Chief Financial Officer and Director
Andrew Intrater 38 Secretary, Treasurer and Director
Dr. John H. Abeles 55 Director
Thomas Guzek 46 Director
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Jay M. Haft 64 Director
Richard Hubbard 40 Director
Doug McBurnie 57 Director
PHILIP J. MICCICHE was elected to serve as Oryx' President and Chief Executive
Officer and to serve as a director of Oryx 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-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 Oryx since November
25, 1996, with additional responsibilities for human resources. Mr. Underseth
currently works part-time for Oryx and also serves as the Chief Financial
Officer for Aptix Corporation, a privately held electronic design automation
company providing software and hardware. Mr. Underseth was elected as a director
of Oryx 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 Oryx since its
organization in July 1993. He had been employed in various executive capacities
with Oryx in July 1993 until March 1998 when he resigned from Oryx's employment
following the sale of Oryx'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 Oryx. 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 Oryx since its organization in July
1993 and of ATI commencing October 1991 and Chairman of the Board of Oryx from
October 1993 until April
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1997. Since March 1992, Dr. Abeles has been a General Partner of Northlea
Partners Ltd., Boca Raton, Florida, a private investment partnership. Since
1980, Dr. Abeles has been President of MedVest, Inc., Boca Raton, Florida, a
business and financial consulting firm. Since 1998, Dr. Abeles has been Chief
Executive Officer of InfoMedia, Ltd., a private medical education company. 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 Ampersand Medical Inc., which is researching medical diagnostic
equipment.
THOMAS GUZEK has been a director of Oryx since April 2000. Mr. Guzek has served
as Executive Vice President and Chief Marketing Officer of Tii Industries
(NASD:TIII) a major supplier of network protection and interconnect solutions to
telecommunications providers worldwide since July 2000. Prior to joining Tii
Industries, Mr. Guzek held the position of General Manager, Cooper Electronic
Technologies, a unit of Cooper Industries (NYSE:CBE). Mr. Guzek joined the
Bussman Division of Cooper Industries, the world's leading producer of circuit
protection devices for the electrical, electronic and automotive markets in
1981. Starting as a District Sales Engineer, Mr. Guzek was promoted to
increasingly responsible sales management positions rising to Director of
Worldwide Marketing in January 1993. The following year, Mr. Guzek was appointed
to Vice President of Product and Market Development, directing the worldwide
creative and technical development of circuit protection solutions for
CooperBussman. In 1999, Mr. Guzek initiated the creation of a new business unit
aimed at the rapidly growing electronic power management market. He became Vice
President and General Manager of this unit overseeing all global operations,
leading to significant growth in both market share and new product development.
Mr. Guzek received his B.S. in electrical engineering from the State University
of New York at Buffalo.
JAY M. HAFT has been a director of Oryx 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., NCT
Group, Inc., DECAP Group, Encore Medical Corporation, PC Service Source, Inc.,
DUSA Pharmaceuticals, Inc., and Thrift Management, Inc. 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, from 1989 to1994, and prior
to that a founding partner of Wofsey, Certilman, Haft et al. from 1966 to 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 Oryx 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.
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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 Oryx 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
its 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 Semiconductor. Mr. McBurnie holds a bachelor
of arts degree in business administration from Baldwin Wallace College in Berea,
Ohio.
All directors are elected annually by the stockholders of the Company
and serve until their respective successors are duly elected and qualified.
There is no family relationship between any director or officer of the Company.
Board Committees and Meetings
During the fiscal year ending February 29, 2000, there were five
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 John
Abeles and Richard Hubbard, who each attended 60% of such meetings, and Ted D.
Morgan, who attended 20% of such meetings.
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 is an employee 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
once during the fiscal year ended February 29, 2000.
The audit committee was established on March 28, 1995. The members of
the audit committee during fiscal 2000 were 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 met
once during the fiscal year ended February 29, 2000.
There is no nominating committee of the Board of Directors.
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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 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 10% stockholders are required by the 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 it and written representations
from the reporting persons that no other reports were required during the fiscal
year ended February 29, 2000, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with during the fiscal year ended February 29,
2000.
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 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, or the 1995 Directors Plan, providing for grants to our
non-employee directors, or 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 have been reserved for
issuance exercise of non-qualified options under the 1995 Directors Plan. The
1995 Director's Plan is administered by the compensation committee of the Board
of Directors, which will at all times consist solely of outside directors. Under
the 1995 Directors Plan, outside directors received options to purchase 45,000
shares of common stock, effective as of February 6, 1995. Each outside director
who joins the Board of Directors subsequent to the approval of the 1995
Directors Plan will initially receive options to purchase 45,000 shares of
common stock, effective as of the date he or she is appointed or elected to the
Board of Directors. Each outside director will also receive options to purchase
15,000 shares of common stock at such time as his or her initial grants are
fully vested. All options granted under the 1995 Directors Plan vest in three
equal annual installments on the first, second and third anniversaries of the
date of the grant, provided that the outside director continues to serve on the
Board of Directors as of such dates.
At the Company's 1996 annual stockholders' meeting, the Company's
stockholders approved the 1996 Directors Non-Qualified Stock Option Plan, or the
1996 Directors Plan,
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providing for grants to the Company's outside directors in order to attract and
retain outside directors who possess a high degree of competence, experience,
leadership and motivation.
A total of 250,000 shares of common stock have been reserved for
issuance upon exercise of non-qualified options under the 1996 Directors Plan.
The 1996 Director's Plan is administered by the compensation committee of the
Board of Directors, which will at all times consist solely of outside directors.
Under the 1996 Directors Plan, outside directors received options to purchase
30,000 shares of common stock, effective as of April 1, 1996. Each outside
director who joins the Board of Directors subsequent to the approval of the 1996
Directors Plan will initially receive options to purchase 30,000 shares of
common stock, effective as of the date he or she is appointed or elected to the
Board of Directors. Ten thousand of the option shares granted under the 1996
Directors Plan vest on the date of grant and the balance vest in equal annual
installments on the first and second anniversaries of the date of grant,
provided that the outside director continues to serve on the Board of Directors
as of such dates.
The exercise price of the options granted under the 1995 and 1996
Directors Plans will equal the fair market value of the Company's common stock
on the date of grant. The options are not transferable except upon the death of
the optionee. In the event of an optionee's disability, all options granted will
immediately vest, and in the event of an optionee's death, all options will
similarly vest but expire one year thereafter. In the event the optionee
voluntarily resigns from the Board of Directors or ceases to serve as a board
member, options that are vested through the date of such resignation or
cessation may be exercised for a period of three months thereafter. Both the
1995 and 1996 Directors Plans provide, respectively, that such plan may not be
amended more than once every six months, other than to comply with changes in
the Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act, or the rules thereunder. The compensation committee has the power
to impose additional limitations, conditions and restrictions in connection with
the grant of any option under the 1995 Directors Plan or the 1996 Directors
Plan.
On April 1, 1999, Ted Morgan was granted an option to purchase an
aggregate of 15,000 shares of the Company's common stock at an exercise price of
$1.875 per share, issued from the 1995 Directors Plan. On April 20, 2000, Thomas
Guzek was granted an option to purchase an aggregate of 30,000 shares of the
Company's common stock at an exercise price of $2.3125 per share, issued from
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 28, 2001 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.
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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 of Directors 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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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the our common stock as of August 31, 2000.
o by each person who is known to us to be the owner of more than 5% of
our common stock;
o by each of our directors;
o by each of our executive officers; and
o by all directors and executive officers of Oryx as a group.
As of August 31, 2000, there were issued and outstanding 16,704,671 shares of
our common stock.
Number of
Shares of
Name and Address of Beneficial Common Percent of
Owner Stock Class
------------------------------- --------- -------------
Philip Micciche 686,690 (1) 4.1%
1100 Auburn Street Fremont, CA
94538
Mitchel Underseth 300,071 (2) 1.8%
1100 Auburn Street Fremont, CA
94538
Andrew Intrater 516,083 (3) 3.1%
47341 Bayside Parkway
Fremont, CA 94538
John Abeles 414,132 (4) 2.5%
2365 Northwest 41st Street Boca
Raton, FL 33431
Jay M. Haft 127,650 (5) *
2 Grove Isle Dr, #1208B
Coconut Grove, FL 33122
Richard Hubbard 45,000 (6) *
130, Minories
London, EC3N 1NT U.K.
Doug McBurnie 45,000 (7) *
1109 McKay Drive, MS 24 San Jose, CA
95131
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Number of
Shares of
Name and Address of Beneficial Common Percent of
Owner Stock Class
------------------------------- --------- -------------
Thomas Guzek 10,000 (8) *
16261 Berry View Court
Ballwin, Missouri 63011
VMR High Octane Fund 842,105 (9) 5.0%
c/o Meespeirson Fund Services
19-20 North Quay
Douglas, Isle of Man 1M991M
Windstar Investments N.V. 1,084,220 (10) 6.5%
200 East Broward Blvd.
Suite 1900
Fort Lauderdale, Florida 33302
All officers and directors 2,144,626 (11) 12.8%
as a group (8 persons)
* Represents less than 1% of the outstanding shares
(1) Represents shares subject to stock options exercisable as of August 31, 2000
or within 60 days thereafter.
(2) Represents shares subject to stock options exercisable as of August 31, 2000
or within 60 days thereafter.
(3) Includes 190,833 shares of common stock held by Mr. Intrater. Also includes
325,250 shares subject to stock options exercisable as of August 31, 2000 or
within 60 days thereafter.
(4) Includes 227,007 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 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 37,750 shares of common stock issuable upon conversion of
additional warrants, held by Northlea Partners. Also includes 105,000 shares
subject to stock options exercisable as of August 31, 2000 or within 60 days
thereafter.
(5) Includes 105,000 shares subject to stock options exercisable as of August
31, 2000 or within 60 days thereafter. Also includes 22,650 shares of common
stock issuable upon conversion of warrants.
(6) Represents shares subject to stock options exercisable as of August 31, 2000
or within 60 days thereafter.
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(7) Represents shares subject to stock options exercisable as of August 31, 2000
or within 60 days thereafter.
(8) Represents shares subject to stock options exercisable as of August 31, 2000
or within 60 days thereafter.
(9) Richard Hubbard, a director of the Company, is a director of VMR High
Octane Fund. Mr. Hubbard may be deemed to share voting control of the shares
held by this entity.
(10)Includes 507,553 shares of common stock issuable upon conversion of
warrants.
(11) Includes an aggregate of 1,726,786 shares issuable upon exercise of
warrants and stock options and conversion of Preferred Stock, included pursuant
to notes (1)-(10).
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
bears interest of seven percent (7.0%) per annum and is payable in full on the
earlier of July 15, 2000 or thirty days after Mr. Underseth's full-time
employment with the Company is terminated. Principal and interest under the note
are payable in full on such maturity date. As of August 31, 2000, there was
outstanding principal and interest of $11,677.02 under the note. The maturity
date of the note has been extended to July 15, 2001.
In February, 1999, the Company received approximately 55,000 shares of
common stock of Applied Magnetics Corp., or Applied Magnetics, assigned to us by
the Company's Chief Executive Officer, Philip Micciche. Mr. Micciche received
shares pursuant to a non-competition agreement executed by him in connection
with his providing consulting services to DAS Devices, Inc., a magnetic
read-write head manufacturer that merged with Applied Magnetics. The Company had
an investment in DAS Devices, Inc. The shares of Applied Magnetics common stock
received by the Company were sold on July 1, 1999.
The Company is paying legal costs incurred by Philip Micciche, its
Chief Executive Officer, and Mitchel Underseth, its Chief Financial Officer, in
connection with Comdisco, Inc. v. Micciche, Underseth, et al filed in Santa
Clara County Superior Court, in which Messrs. Micciche and Underseth have been
named, individually, as defendants. At the Company's request, Messrs. Micciche
and Underseth were named as advisors to DAS Devices, Inc. prior to its
acquisition by Applied Magnetics in order to attempt to maximize the Company's
equity investment in DAS Devices. Messrs. Micciche and Underseth were named as
defendants in a lawsuit brought by Comdisco, Inc. in connection with alleged
defaults under a leasing agreement between Comdisco and DAS Devices. As of June
30, 2000, the Company had paid an aggregate of $31,937 in legal expenses in
connection with this matter.
In July 2000, the Company purchased 1,851,851 shares of Series A
Preferred Stock of S2 Technologies, Inc. for a total purchase price of $500,000.
Mark Underseth, Chief Executive Officer of S2 Technologies, Inc. is the brother
of Mitchel Underseth, Chief Financial Officer of the Company. Mitchel Underseth
did not participate in the Company's due diligence or negotiation with respect
to the Company's transaction with S2 Technologies, Inc. and abstained from
voting or discussion when the Company's Board of Directors considered this
matter.
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<PAGE>
EXECUTIVE COMPENSATION
<TABLE>
Cash Compensation
The following table sets forth the total compensation earned by the Chief
Executive Officer and the other executive officers of the Company whose total
salary and compensation exceeded $100,000 for services rendered in all
capacities for the year ended February 29, 2000 and for the years ended February
28, 1999 and February 28, 1998.
<CAPTION>
Summary Compensation Table
Name and Fiscal Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
------------------ ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Philip Micciche, 2000 $160,000 $ 3,817 (2) $ -
President & Chief 1999 $158,542 $ - $ -
Executive Officer 1998 $127,308 $ - $ 4,000 (1) $ -
Mitchel Underseth 2000 $135,750 $ - $ 8,765 (4) $ -
Chief Financial 1999 $126,377 $ - $ 3,600 (5) $ -
Officer 1998 $137,558 $44,053 (3) $ 3,600 (5) $ -
Andrew Intrater, 2000 $ - $ - $ - $ -
Secretary/Treasurer 1999 $ - $ - $ - $ -
1998 $135,000 $ - $ - $ 8,578 (6)
<FN>
(1) Other annual compensation consists of payment for consulting services
provided by Mr. Micciche to the Company.
(2) All other compensation consists of vehicle allowance provide to Mr.
Micciche.
(3) Mr. Underseth received a $44,053 performance bonus in March 1998
attributable to fiscal year 1998.
(4) Consisting of $1,800 in payments to Mr. Underseth in lieu of the Company
supplied health benefits and $6,965 for payment in lieu of accrued vacation
time.
(5) Other annual compensation consists of payments to Mr. Underseth in lieu of
the Company supplied health benefits.
(6) Other compensation consists of premiums paid on behalf of Mr. Intrater for
term life insurance in the face amount of $1,000,000, which is payable to Mr.
Intrater's beneficiary upon his death, less the amount of the premiums
theretofore paid on his behalf which are remitted to us.
</FN>
</TABLE>
12
<PAGE>
<TABLE>
The following table sets forth as to the Chief Executive Officer and each of the
executive officers named under the Summary Compensation Table, certain
information with respect to options to purchase shares of common stock of the
Company as of and for the year ended February 29, 2000. The Company did not
grant any options to officers for the fiscal year ended February 29, 2000.
<CAPTION>
Year and Fiscal Year-End Option SAR/Values
Value of
Number of unexercised
unexercised in-the-money
Shares Options/SARS Options/SARS
Acquired at FY-end (#) at FY-end ($)
on Value exercisable/ exercisable/
Name Exercise (#) Realized ($) unexercisable unexercisable(1)
---- ------------ ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Philip Micciche - - 521,705/358,295 1,365,489/934,279
Mitchel Underseth 100,000 227,049 247,845/222,155 576,931/549,654
Andrew Intrater - - 279,970/105,657 664,189/259,966
------------------------------------------------------------------------------------------------------------------
<FN>
(1) Calculated on the basis of the closing price of $4.0625 per share on February 29, 2000 minus the exercise
price.
</FN>
</TABLE>
Employment Agreements
The Company entered into an employment agreement dated as of March 15,
1999 with Mr. Philip Micciche, Chief Executive Officer, terminable by either
party, providing for annual compensation of $160,000 to Mr. Micciche from March
1, 1999 through the end of February 2000 and $176,000 from March 1, 2000 through
the end of February 2001. Bonuses or incentive compensation and additional stock
option grants may be paid or granted in the sole discretion of the Board of
Directors. In the event Mr. Micciche is terminated without cause by the Company,
he will receive all compensation and benefits for the remaining term of the
employment agreement.
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. Mr. Underseth is currently a
part-time employee with the Company and his compensation has been
proportionately adjusted to reflect hours worked.
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
13
<PAGE>
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 February 27, 1998, these agreements terminated upon Mr.
Intrater's resignation as an employee of 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 our employees. The Company has adopted a non-contributory 401(k) plan for our
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
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 2001 Annual Meeting of Stockholders must be received by the Secretary
of the Company at the Company's principal executive offices at 1100 Auburn
Street, Fremont, California 94538 no later than May 20, 2001, in order to be
included in the proxy statement and proxy relating to the 2001 Annual Meeting.
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
14
<PAGE>
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 12, 2000
Fremont, California
15
<PAGE>
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 August 28, 2000 at the Annual Meeting of
Stockholders to be held on October 16, 2000, 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
Thomas Guzek
Jay M. Haft
Richard Hubbard
Doug McBurnie
(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 28, 2001;
[ ] 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.
1
<PAGE>
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: _______________, 2000
2
