SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d)(2))
|X| Definitive Proxy Statement
AQUIS COMMUNICATIONS GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11(1):
N/A
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
$
- --------------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
|_| 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: _______________________________________________________________
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AQUIS COMMUNICATIONS GROUP, INC.
1719 A Route 10, Suite 300
Parsippany, New Jersey 07054
July 2, 1999
Dear Stockholder:
You are cordially invited to attend a Special Meeting of stockholders of
Aquis Communications Group, Inc. which will be held at the offices of Phillips
Nizer Benjamin Krim & Ballon, LLP, 666 Fifth Avenue, New York, NY 10103 28th
Floor, on Thursday, July 29, 1999 at 10:00 a.m.
At the Special Meeting, you will be asked to vote on a proposal to
authorize an amendment to Aquis' Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock. You will also be asked
to approve the Board of Directors' appointment of PricewaterhouseCoopers LLP as
Aquis' independent auditors for the 1999 fiscal year. Details of the business to
be conducted are more fully described in the attached Notice of Special Meeting
and Proxy Statement.
It is important that your shares be represented at the Special Meeting
whether or not you are present. Please be sure to sign, date and mail the
enclosed Proxy Card in the postage-paid envelope provided -- even if you plan to
attend in person. If you sign, date and mail your proxy card without indicating
how you wish to vote, your proxy will be counted as a vote FOR the amendment
proposal. If you fail to return a properly executed proxy card, it will have the
same effect as a vote AGAINST the amendment proposal.
If you attend the Special Meeting, you may vote in person even if you have
already mailed in your Proxy Card.
On behalf of the Board of Directors and all the employees of Aquis, I wish
to thank you for your continued support.
Cordially,
Patrick M. Egan
Chairman of the Board
Every Stockholder's Vote Is Important.
Please Complete, Sign, Date and Return Your
Proxy Card Promptly in the Enclosed Envelope.
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AQUIS COMMUNICATIONS GROUP, INC.
1719 A Route 10, Suite 300
Parsippany, New Jersey 07054
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
------------------------
Notice is hereby given that a Special Meeting of stockholders of Aquis
Communications Group, Inc. will be held at 10:00 a.m., local time, on Thursday,
July 29, 1999 at the offices of Phillips Nizer Benjamin Krim & Ballon, LLP, 666
Fifth Avenue, New York, NY 10103 28th Floor, for the following purposes:
1. To consider and act upon a proposal to authorize an amendment to
Aquis' Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 29,000,000 to 75,000,000.
2. To consider and act upon a proposal to approve the appointment of
PricewaterhouseCoopers LLP as independent auditors of Aquis for the 1999
fiscal year.
3. To consider and act upon any other business that may properly
come before the Special Meeting or any adjournment or postponement
thereof.
The Board of Directors has fixed the close of business on Monday, June 28,
1999 as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Special Meeting or any adjournment or
postponement thereof. Shares of Common Stock can be voted at the Special Meeting
only if the holder is present at the Special Meeting in person or by valid
proxy.
By Order of the Board of Directors
D. Brian Plunkett, Secretary
Parsippany, New Jersey
July 2, 1999
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AQUIS COMMUNICATIONS GROUP, INC.
1719 A Route 10, Suite 300
Parsippany, New Jersey 07054
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PROXY STATEMENT
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July 2, 1999
General
This Proxy Statement is being furnished to holders of shares of Common Stock,
par value $0.01 per share, of Aquis Communications Group, Inc. in connection
with the solicitation of proxies on behalf of the Board of Directors of Aquis to
be voted at a Special Meeting of stockholders, which will be held at 10:00 a.m.,
local time, on Thursday, July 29, 1999 at the offices of Phillips Nizer Benjamin
Krim & Ballon, LLP, 666 Fifth Avenue, New York, NY 10103 28th Floor. The purpose
of the Special Meeting is to consider and act upon a proposal to authorize an
amendment to Aquis' Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 29,000,000 to 75,000,000 (the "Amendment
Proposal") as well as a proposal (the "Auditors Proposal") to approve the
appointment of PricewaterhouseCoopers LLP as independent auditors of Aquis for
the 1999 fiscal year.
This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders on or about July 6, 1999.
PROPOSAL NO. 1 - AUTHORIZATION OF
INCREASED NUMBER OF SHARES OF COMMON STOCK
The Board of Directors has authorized and recommends that stockholders
also authorize an amendment to Article FOURTH of the Restated Certificate of
Incorporation to increase to 75,000,000 the authorized number of shares of
Common Stock. The text of the proposed amendment is set forth in Exhibit A to
this Proxy Statement. Article FOURTH of the Restated Certificate of
Incorporation currently authorizes the issuance of 29,000,000 shares of Common
Stock, par value $.01 per share.
The authorized capital stock of Aquis currently consists of (i) 29,000,000
shares of Common Stock, of which 15,224,500 shares were issued and outstanding
as of the record date and 1,500,000 shares were reserved for issuance upon
exercise of options under Aquis' Stock Option Plan (1,283,595 of which are
currently outstanding) and (ii) 1,000,000 shares of Preferred Stock, of which no
shares were issued and outstanding as of the record date.
The Board is seeking approval of additional shares for the purpose of
giving Aquis flexibility to issue additional shares of Common Stock to advance
Aquis' long range plans to make strategic acquisitions to enhance the value of
Aquis for the benefit of all of its stockholders. Over half of the existing
authorized shares of Common Stock are currently issued and outstanding. If the
Amendment Proposal is approved by the stockholders, the additional shares of
Common Stock may be used to acquire assets or stock of targeted companies or to
raise money to fund such acquisitions.
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In June 1999, Aquis announced the acquisition of SunStar Communications, a
provider of secure internet services, for a consideration that includes the
issuance of 1,150,000 shares of Common Stock. Aquis has also entered into a
purchase contract for the acquisition of the paging business of Francis
Communications in El Paso, Texas for a purchase price that would include the
issuance of 100,000 shares of Common Stock. Aquis has also entered into letters
of intent and is negotiating several potential acquisitions that could result in
the issuance of an aggregate of approximately 5,000,000 shares of Common Stock.
The completion of these transactions do not depend upon the approval of the
proposal to increase the number of authorized shares of Common Stock.
In addition, Aquis has signed a memorandum of understanding and is
currently negotiating the terms of a merger with Intelispan, Inc. which would
result in the issuance of shares of Common Stock and warrants and options to
purchase Common Stock of Aquis to the stockholders of Intelispan in an amount in
excess of 20% of the issued and outstanding shares of Common Stock of Aquis. The
Intelispan merger will be the subject of a separate vote of Aquis' stockholders
at a special meeting that Aquis currently intends to call for that purpose by
the end of 1999.
Other than as discussed above, Aquis has no present commitments,
agreements or intent to issue additional shares of Common Stock.
In addition to being available in connection with future acquisitions, the
additional shares could also be available for issuance from time to time for
other purposes approved by the Board, including stock offerings, stock splits,
stock dividends, stock options and employee benefits. The approval of the
Amendment Proposal should allow Aquis the flexibility to act quickly to
consummate advantageous transactions, without the expense and delay of a special
stockholders' meeting. No further authorization by the stockholders will be
necessary to approve acquisitions involving the issuance of the additional
shares of Common Stock subject to the Amendment Proposal, unless required by
Delaware law or the Nasdaq Stock Market rules. In general, Delaware law and the
Nasdaq Stock Market rules would require that the issuance of Common Stock in a
merger or business combination, which would increase the outstanding Common
Stock by twenty percent (20%) or more, be approved by Aquis' stockholders at an
annual or a special meeting of the stockholders.
The general effect of the issuance of the additional shares of Common
Stock authorized by the approval of the Amendment Proposal will be the pro-rata
dilution of all of the current stockholders of Aquis. The availability of
authorized but unissued shares could affect the ability of a third party to gain
voting control of Aquis, because the Board could authorize issuance in a private
placement or otherwise to one or more persons and dilute the voting power of a
potential acquiror. Additionally, unissued shares could be issued in
circumstances that would dilute the equity position of a potential acquiror. In
either of these situations, the issuance of additional shares could impact a
potential takeover. The Board has no present intention to issue additional
shares to implement defensive or anti-takeover devices.
The Amendment requires the approval of a majority of the shares of Common
Stock outstanding as of the record date and, if the Common Stock Amendment is so
approved at the Special Meeting, the Board will amend Article Fourth of the
Certificate to increase the number of authorized shares of Common Stock from
29,000,000 shares to 75,000,000 shares.
Board Recommendation
The Board of Directors recommends a vote "FOR" the Amendment Proposal.
PROPOSAL NO. 2 - APPROVAL OF APPOINTMENT OF AUDITORS FOR 1999
The Board, upon the recommendation of its Audit Committee, has appointed
PricewaterhouseCoopers LLP to serve as the Aquis' independent auditors for 1999,
subject to the approval of Aquis' stockholders. The Board considers the firm to
be well qualified.
It is expected that representatives of PricewaterhouseCoopers LLP will be
present at the Special Meeting to answer questions. They also will have the
opportunity to make a statement if they desire to do so.
On June 7, 1999, Berenson & Company, LLP, Aquis' independent auditors for
1998, resigned. There was no adverse opinion or disclaimer of opinion contained
in Berenson & Company LLP's reports on Aquis' financial statements for the past
two fiscal years and any subsequent interim period, nor was any of such opinions
qualified or modified as to uncertainty, audit scope or accounting principles.
During the past two fiscal years of Aquis and any subsequent interim
period, there was no disagreement with Berenson & Company LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Berenson & Company LLP, would have caused Berenson & Company LLP to make
reference to the subject matter of the disagreement in connection with its
report.
The affirmative vote of a majority of votes cast on this proposal is
required for the approval of the Auditors Proposal.
Board Recommendation
The Board unanimously recommends a vote "FOR" the approval of
PricewaterhouseCoopers LLP as independent auditors of Aquis for the year 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Record Date; Voting Rights; Proxies
The Board of Directors has fixed the close of business on Monday, June 28,
1999 as the record date for determining holders entitled to notice of and to
vote at the Special Meeting.
As of the record date, there were 15,224,500 shares of Common Stock issued
and outstanding, each of which entitles its holder to one vote. All shares of
the Common Stock outstanding as of the record date represented by properly
executed proxies, unless such proxies have been previously revoked, will be
voted in accordance with the instructions indicated in such proxies. If no
instructions are indicated, such shares of Common Stock will be voted in favor
of the Amendment Proposal and the Auditors Proposal. Aquis does not know of any
matters other than as set forth herein that are to come before the Special
Meeting. If any other matter or matters are properly presented for action at the
Special Meeting, the persons named in the enclosed form of proxy
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will have the discretion to vote on such matters in accordance with their best
judgment, unless such authorization is withheld.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice of revocation bearing a later date to the
Secretary of Aquis, by signing and returning a later-dated proxy with respect to
the same shares, or by attending and voting in person at the Special Meeting.
However, mere attendance at the Special Meeting will not in and of itself have
the effect of revoking the proxy.
If the Special Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Special Meeting all proxies, except for any
proxies that have theretofore effectively been revoked or withdrawn, will be
voted in the same manner as such proxies may have been effectively voted on the
same or any other matter at a previous meeting.
Votes cast by proxy or in person at the Special Meeting will be tabulated
by the election inspectors appointed for the meeting who will determine whether
or not a quorum is present. Shares represented by proxies that are marked
"abstain" will be counted as shares present for purposes of determining the
presence of a quorum on all matters. Brokers holding shares for beneficial
owners in "street name" must vote those shares according to specific
instructions they receive from the owners. However, brokers have discretionary
authority to vote on "routine" matters. Absent specific instructions from the
beneficial owners in the case of "non-routine" matters, the brokers may not vote
the shares. "Broker non-votes" result when brokers are precluded from exercising
their discretion on certain types of proposals. The Amendment Proposal and the
Auditors Proposal would be considered routine matters.
Pursuant to the Aquis' Bylaws, abstentions and "broker non-votes" are
counted only for the purpose of determining whether a quorum is present.
Therefore, a properly executed proxy marked "ABSTAIN" (or an abstention at the
Special Meeting) and shares represented by "broker non-votes" will be counted
for purposes of determining whether there is a quorum at the Special Meeting but
will have the effect of a negative vote on the approval of the Amendment
Proposal and will have no effect on the Auditors Proposal.
Solicitation of Proxies
The accompanying form of proxy is being solicited on behalf of the Board
of Directors of Aquis. The expenses of solicitation of proxies for the meeting
will be paid by Aquis. In addition to the mailing of the proxy material, such
solicitation may be made in person or by telephone or telegraph by directors,
officers, or regular employees of Aquis or its subsidiaries.
Quorum
The presence in person or by properly executed proxy of holders
representing a majority of the issued and outstanding shares of Common Stock
entitled to vote is necessary to constitute a quorum for the transaction of
business at the Special Meeting.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the record date,
based on information obtained from the persons named below or from documents
filed by them with the
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Commission, which information Aquis has not independently verified, with respect
to the beneficial ownership of shares of Common Stock by (i) each person known
by Aquis to be the beneficial owner of more than 5% of the outstanding shares of
the Common Stock, (ii) each director and Named Executive Officer and (iii) all
of Aquis' executive officers and directors as a group.
Number of Percentage of
Shares Outstanding
Beneficially Common
Name and Address(1) Owned Stock(2)
- ------------------- ------------- -------------
Leonard D. and Nancy Fink(3) ................... 1,020,372 6.7%
Richard J. Giacchi(4) .......................... 889,406 5.8
Robert Davidoff(5) ............................. 285,168 1.8
Monte Engler(6) ................................ 59,396 *
Michael Salerno(7) ............................. 2,091,861 13.7
Select Paging Investors, L.P.(7) ............... 2,056,293 13.5
Patrick Egan(8) ................................ 1,085,722 7.1
Robert Green ................................... 1,289,351 8.5
John B. Frieling(9) ............................ 1,002,582 6.6
Deerfield Partners, LLC(9) ..................... 1,002,582 6.6
Deerfield Capital, L.P.(9) ..................... 780,280 5.1
John X. Adiletta ............................... 937,225 6.2
D. Brian Plunkett .............................. 0 0
All executive officers and directors as a 6,923,942 45.5
group (7 persons)(3)(5)(6)(7)(8)(9).............
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* Less than 1%
(1) The business address of Leonard Fink is MessageBank, 250 West 57th Street,
New York, New York 10019. The business address of Robert Davidoff is CMNY
Capital, 135 East 57th Street, New York, New York 10022-2101. The business
address of John B. Frieling is c/o Deerfield Capital, L.P., 20 North Main
Street, Suite 120, Sherborn, MA 01770. The business address of Patrick
Egan is c/o Select Security, Inc., 1706 Hempstead Road, Lancaster, PA
17601. The business address of John X. Adiletta, D. Brian Plunkett and
Richard Giacchi is c/o Aquis Communications, Inc., 1719A Route 10, Suite
300, Parsippany, NJ 07054. The business address of Michael Salerno is c/o
Select Paging Investors, L.P., 4718 Old Gettysburg Road, Mechanicsburg, PA
17055. The business address of Robert Green is c/o Robert Green
Communications, Inc., 210 West Market Street, Pottsville, PA 17901.
(2) Unless otherwise noted, Aquis believes that all persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them. These percentages are based on
15,224,500 shares of Common Stock outstanding as of the record date. Each
beneficial owner's percentage ownership is determined by assuming that
convertible securities, option or warrants that are held by
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such person (but not those held by any other person) and which are
exercisable or convertible within 60 days have been exercised or
converted.
(3) Includes (i) 550,035 shares held of record by Leonard Fink and (ii)
470,337 shares held of record by Nancy Fink, Leonard Fink's wife. Mr. and
Mrs. Fink each disclaim any beneficial ownership of the shares held of
record by the other. Excludes any shares held of record by the adult
children of Mr. and Mrs. Fink.
(4) Includes 511,353 shares held of record by Richard Giacchi, 41,516 shares
held of record by trusts for the benefit of his minor children and 336,537
shares held of record by Celeste Rusin, his former wife (over which Mr.
Giacchi possesses voting control until July 1, 2001). Excludes any shares
held of record by Mr. Giacchi's adult children.
(5) Includes 235,168 shares owned by CMNY Capital I and CMNY Capital II; Mr.
Davidoff is a general partner of CMNY Capital I and CMNY Capital II and
disclaims beneficial ownership of such shares. Includes 5,000 shares which
may be acquired pursuant to options exercisable within sixty (60) days of
the date hereof.
(6) Includes 5,000 shares which may be acquired pursuant to options
exercisable within sixty (60) days of the date hereof. Also includes
29,396 shares held of record by Mr. Engler's wife and he disclaims any
beneficial ownership thereof. Excludes 18,182 shares held by Phillips
Nizer Benjamin Krim & Ballon LLP ("PNBKB"), as to which Mr. Engler
disclaims beneficial ownership. Mr. Engler is a partner of PNBK&B.
(7) Includes 35,568 shares held of record by Michael Salerno. Mr. Salerno is
the Managing Director of Select Capital, Inc., which in turn is the
general partner of Select Paging Investors, L.P. Mr. Salerno disclaims any
beneficial ownership of the 2,056,293 shares of the Company's Common Stock
owned by Select Paging Investors, L.P.
(8) Excludes the shares beneficially owned by Deerfield Partners, LLC
("Deerfield Partners"), in which Mr. Egan has a 4% equity interest.
(9) John Frieling is the Managing Director of Deerfield Partners, which in
turn is the general partner of Deerfield Capital, L.P. ("Deerfield
Capital" and together with Deerfield Partners, the "Deerfield Entities").
Deerfield Partners is the recordholder of 222,303 shares (1.5%) and
Deerfield Capital is the recordholder of 780,280 shares (5.1%). Mr.
Frieling disclaims any beneficial ownership of the shares of the Company's
Common Stock owned by the Deerfield Entities.
OTHER MATTERS
It is not expected that any matters other than those described in this
Proxy Statement will be brought before the Special Meeting. If any other matters
are presented, however, it is the intention of the persons named in the proxy to
vote the proxy in accordance with the discretion of the persons named in such
proxy.
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STOCKHOLDER PROPOSALS
Any stockholder proposal which is intended to be presented at the next
Special Meeting of stockholders of the Company must be received at Aquis'
principal executive offices,1719 A Route 10, Suite 300, Parsippany, N.J. 07054,
Attention: Secretary, by no later than November 12, 1999, if such proposal is to
be considered for inclusion in the Company's proxy statement and form of proxy
relating to such meeting.
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Exhibit A
Article FOURTH, Section 1 of the Restated Certificate of Incorporation
shall be amended by deleting such Section 1 in its entirety and replacing it
with the following:
"Section 1. Authorized Capital. The total number of shares of shares
of all classes of capital stock which the Corporation shall have authority
to issue is 76,000,000 of which 75,000,000 shares shall be common stock of
the par value of $.01 per share (the "Common Stock") and 1,000,000 shares
shall be preferred stock of the par value of $.01 per share (the
"Preferred Stock").
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PRELIMINARY COPY
PROXY
AQUIS COMMUNICATIONS GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints John X. Adiletta, D.
Brian Plunkett and Monte Engler, and each of them, the attorneys and proxies,
each with full power of substitution, to represent and act for the undersigned
at the special meeting of Stockholders of Aquis Communications Group, Inc.
("Aquis") to be held on Thursday, July 29, 1999 at 10:00 A.M. EST, New York
time, and at any adjournment thereof, and to vote all of the shares of Common
Stock (the "Common Stock") which the undersigned would be entitled to vote, if
personally present, at said meeting, and with all other powers which the
undersigned would possess if personally present, upon such business as may
properly come before the meeting, including the items set forth on the reverse
side:
(continued, and to be marked, dated and signed, on the other side)
<PAGE>
- ----
Please mark
|X| your votes as
this.
- ----
FOR AGAINST ABSTAIN
1. Approval of a proposal to authorize an |_| |_| |_|
Amendment to Aquis' Restated
Certificate of Incorporation to
increase the number of authorized
shares of Common Stock.
2. Approval of the appointment of |_| |_| |_|
PricewaterhouseCoopers LLP as
independent auditors of Aquis for the
1999 fiscal year.
3. In their discretion, the Proxies are |_| |_| |_|
authorized to vote upon such other
business as may properly come before
the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.
(PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.)
(Signature)_________________________________________________DATED_________1999
(Signature if held jointly)_________________________________DATED_________1999
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
