SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. _____)
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 Pursuant to ss.240.14(a)-11(c) or ss.240.14a-12
AVERT, INC.
................................................................................
(Name of Registrant as Specified in Its Charter)
Not Applicable
................................................................................
(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 transaction applies:
...........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
...........................................................................
(4) Proposed maximum aggregate value of transaction:
...........................................................................
(5) Total Fee Paid:
...........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the 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 No.:
...........................................................................
(3) Filing Party:
...........................................................................
(4) Date Filed:
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AVERT, INC.
301 Remington Street
Fort Collins, Colorado 80524
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 1998
To the Stockholders of AVERT, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Avert,
Inc., a Colorado corporation (the "Company"), will be held at the Fort Collins
Lincoln Center (Ludlow Room), 417 West Magnolia, Fort Collins, Colorado 80521,
on Wednesday, June 24, 1998, at 10:00 a.m., local time, for the following
purposes:
(a) To elect four (4) directors of the Company to serve until the next
annual meeting of stockholders or until their respective successors shall
be elected and qualified;
(b) To consider and vote upon a proposal to ratify the selection of Hein +
Associates LLP, independent certified public accountants, as independent
auditors for the Company for the fiscal year ending December 31, 1998; and
(c) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
Only stockholders of record at the close of business on May 18, 1998, are
entitled to notice of, and to vote at, the Meeting or any adjournment thereof.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM
MAY BE ASSURED. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON, SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOUR VOTE IS
IMPORTANT.
By Order of the Board of Directors
Jamie M. Burgat
Secretary
FORT COLLINS, COLORADO
May 20, 1998
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AVERT, INC.
301 Remington Street
Fort Collins, Colorado 80524
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 1998
This Proxy Statement is furnished to stockholders of Avert, Inc., a
Colorado corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Fort Collins Lincoln Center
(Ludlow Room), 417 West Magnolia, Fort Collins, Colorado 80521, on Wednesday,
June 24, 1998, at 10:00 a.m., local time, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The approximate date on
which this Proxy Statement and the enclosed Proxy will first be sent to
stockholders is May 20, 1998.
ACTIONS TO BE TAKEN AT THE MEETING
Shares represented by a properly executed Proxy, unless the stockholder
otherwise instructs in the Proxy, will be voted (i) for the election of the four
individuals named below under the caption "Election of Directors" as directors
of the Company; (ii) for the ratification of the selection of Hein + Associates
LLP, independent certified public accountants, as independent auditors of the
Company for the fiscal year ending December 31, 1998 ("Ratification of
Auditors"); and (iii) at the discretion of the proxy holders on any other matter
or business that may be properly presented at the Meeting or any adjournment
thereof. Where a stockholder properly executes a Proxy and gives instructions on
how his shares are to be voted, the shares will be voted in accordance with
those instructions.
A Proxy may be revoked at any time by a stockholder before it is exercised
by giving written notice to the Secretary of the Company or by signing and
delivering a Proxy which is dated later, or if the stockholder attends the
Meeting in person, by either notice of revocation to the inspectors of election
at the Meeting or by voting at the Meeting.
The only matters that management intends to present at the Meeting are the
two matters referenced in (i) and (ii) in the paragraph above. If any other
matter or business is properly presented at the Meeting, the proxy holders will
vote upon it in accordance with their best judgment.
VOTING SECURITIES
The record date for the Meeting is May 18, 1998. Only stockholders of
record at the close of business on May 18, 1998, will be entitled to vote at the
Meeting. At the close of business on that date, there were issued and
outstanding 3,467,625 shares of the Company's common stock, no par value (the
"Common Stock"), entitled to one vote per share. In the election of directors,
cumulative voting is not allowed. There are no outstanding shares of preferred
stock. A majority of the outstanding Common Stock, present in person or by Proxy
and entitled to vote, will constitute a quorum for the transaction of business
at the Meeting. Shares of Common Stock represented by proxies which are marked
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"abstain" or which are not marked as to any particular matter or matters will be
counted as shares present for purposes of determining the presence of a quorum
on all matters. Proxies relating to "street name" shares that are voted by
brokers will be counted as shares present for purposes of determining the
presence of a quorum on all matters, but will not be treated as shares having
voted at the Meeting as to any proposal as to which authority is withheld by the
brokers.
Under Colorado law and the Company's Articles of Incorporation, if a quorum
is present at the Meeting, (a) the number of candidates equaling the number of
directors to be elected, having the highest number of votes cast in favor of
their election, are elected to the board of directors, and (b) the affirmative
vote of the majority of shares present in person or by Proxy at the Meeting and
entitled to vote on the matter is required to approve the Ratification of
Auditors. In the election of directors, any action other than a vote for a
nominee will have the practical effect of voting against the nominee. Abstention
from voting on the Ratification of Auditors will have the effect of voting
against such matter.
Beneficial Ownership of the Company's Common Stock
The following table sets forth, as of April 28, 1998, information
concerning the beneficial ownership of the Company's Common Stock by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's Common Stock, (ii) each director and nominee
as director of the Company, (iii) the executive officer named in the Summary
Compensation Table set forth below under the caption "Compensation of Directors
and Executive Officers--Executive Compensation," and (iv) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of Percent
Name and Address Common Stock(1) of Class
---------------- ------------ --------
<S> <C> <C>
Charles S. Hatchette.............................................. 350,000 10.1%
700 East Elizabeth
Fort Collins, Colorado 80524
Dean A. Suposs(2)................................................. 239,951(3) 6.7%
1526 Remington
Fort Collins, Colorado 80524
D. Michael Vaughan(2)............................................. 116,100(4) 3.3%
3437 Greystone Court
Fort Collins, Colorado 80525
Stephen C. Fienhold(2)............................................ 104,000(5) 3.0%
1637 Tanglewood Drive
Fort Collins, Colorado 80525
Stephen D. Joyce(2)............................................... 140,000(6) 4.0%
1124 Cobblestone Court
Fort Collins, Colorado 80525
All directors and executive officers as 630,136(7) 17.3%
a group (5 persons).............................................
</TABLE>
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(1) Beneficial ownership includes shares over which the indicated beneficial
owner exercises voting and/or investment power. Shares of Common Stock
subject to options currently exercisable or exercisable within 60 days are
deemed outstanding for computing the percentage ownership of the person
holding the options but not deemed outstanding for computing the percentage
ownership of any other person.
(2) A director and a nominee for election to the Board of Directors and/or an
executive officer of Avert.
(3) Consists of: (i) 100,064 shares owned by the wife of Mr. Suposs; (ii) 6,555
shares owned directly by Mr. Suposs; and (iii) the 133,332 shares
purchasable under currently exercisable stock options granted under the
Avert, Inc. 1994 Stock Incentive Plan.
(4) Consists of: (i) 4,000 shares purchasable under currently exercisable stock
options granted under the Avert, Inc. Non-Employee Directors' Stock Option
Plan; and (ii) 112,100 shares owned by the wife of Mr. Vaughan.
(5) Consists of: (i) 4,000 shares purchasable under currently exercisable stock
options granted under the Avert, Inc. Non-Employee Directors' Stock Option
Plan; and (ii) 100,000 shares owned by the wife of Mr. Fienhold.
(6) Consists of: (i) 123,000 shares held directly or indirectly by Mr. Joyce;
(ii) 14,000 shares owned by the children of Mr. Joyce; and (iii) 3,000
shares purchasable under currently exercisable stock options granted under
the Avert, Inc. Non-Employee Directors' Stock Option Plan.
(7) Includes: (i) a total of 133,332 shares purchasable under currently
exercisable employee stock options held by Mr. Suposs (see Note 3 above);
(ii) a total of 11,000 shares purchasable by Messrs. Vaughan, Fienhold and
Joyce under currently exercisable non-employee director stock options (see
Notes 4, 5 and 6 above); and (iii) 4,085 shares held directly or indirectly
by Jamie Burgat, the Company's Vice President of Operations and Secretary,
and 26,000 shares purchasable under currently exercisable employee stock
options held by Ms. Burgat.
ELECTION OF DIRECTORS
(Proposal 1 on Proxy Card)
The Company's Bylaws provide that the number of members of the Board of
Directors shall be fixed by resolution of the Board of Directors. The size of
the Board is currently set at four. The Board of Directors is not divided into
classes; therefore, all four directors are to be elected at the Meeting. The
Board of Directors intends to submit four nominees at the Meeting (Dean A.
Suposs, D. Michael Vaughan, Stephen C. Fienhold and Stephen D. Joyce).
Unless authority is withheld, it is intended that the shares represented by
a properly executed Proxy will be voted for the election of all of the nominees
as directors. The nominees are the members of the Company's present Board of
Directors. If these nominees are unable to serve for any reason, such Proxy will
be voted for such persons as shall be designated by the Board of Directors to
replace such nominees. The Board of Directors has no reason to expect that these
nominees will be unable to serve. Directors are elected to serve until the next
annual meeting of stockholders or until their successors are elected and
qualified.
The following table sets forth certain information concerning the
individuals nominated for election as directors of the Company:
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Name Age Position(s) with the Company
- ---- --- ----------------------------
Dean A. Suposs................. 45 Chairman of the Board;
President
D. Michael Vaughan............. 57 Director
Stephen C. Fienhold............ 52 Director
Stephen D. Joyce............... 49 Director
The following is a brief description of each nominee's business experience
during the past five years:
Dean A. Suposs, a co-founder of the Company, has served as Chairman of the
Board and President of the Company on a full-time basis since the Company's
inception. Mr. Suposs graduated from Colorado State University, Fort Collins,
Colorado, in 1975 with a Bachelor of Science degree in Animal Science and
currently is participating in the University of Denver MBA program.
D. Michael Vaughan, a co-founder of the Company, has served as a director
of the Company since January 1994 and served as Treasurer from October 1987
until April 1994. Mr. Vaughan is a Professor of Accounting and Taxation at
Colorado State University, where he has been employed since 1969. Mr. Vaughan
graduated from Texas Tech University, Lubbock, Texas, in 1963 with a Bachelor of
Science degree in Business Administration, in 1968 with a Masters of Science
degree in Accounting and in 1970 with a Ph.D. in Business Administration.
Stephen C. Fienhold, a co-founder of the Company, has served as a director
of the Company since its inception. He is the co-owner with his wife of SR
Products, a lighting fixture manufacturer, located in Fort Collins, Colorado.
From January 1982 until 1989, Mr. Fienhold was co-owner of Creative Engineering,
an engineering and manufacturing firm located in Fort Collins. He graduated from
the University of Arizona, Tucson, Arizona, in 1969 with a Bachelor of Science
degree in Aerospace and Mechanical Engineering and has participated in the
Colorado State University MBA program.
Stephen D. Joyce is the owner of Supermarket Liquors, Inc., located in Fort
Collins, Colorado, and has served as the President of that company since October
1976. He graduated from Rensselaer Polytechnic Institute in 1971 with a Bachelor
of Science degree in Management. He attended the University of
California-Berkeley from 1971 to 1972, where he studied marketing, but did not
obtain a degree.
Other Executive Officer
The following table sets forth certain information concerning the only
other executive officer who is not also a director of the Company:
Name Age Position with the Company
- ---- --- -------------------------
Jamie M. Burgat...................... 39 Vice President of Operations;
Treasurer; Secretary
Jamie M. Burgat has served as Vice President of Operations of the Company
on a full-time basis since September 1987, as Treasurer since April 1994 and as
Secretary since June 1997, and served as Assistant Secretary from March 1994 to
June 1997. Ms. Burgat graduated from Western State College, Gunnison, Colorado,
in 1978 with a Bachelor of Science degree in Business Administration and
currently is participating in the Colorado State University MBA program.
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<PAGE>
The officers of the Company hold office until their successors are
appointed by the Board of Directors. All officers of the Company are employed on
a full-time basis. There are no arrangements or understandings between any of
the directors or officers and any other person pursuant to which he or she was
or is to be selected as a director, nominee, or officer. There is no family
relationship between any director and executive officer of the Company.
Other Significant Employees
In addition to the directors, nominee and executive officers set forth
above, the Company believes the following employees are significant to its
operations:
Name Age Position with the Company
- ---- --- -------------------------
Jerry Thurber................... 41 Information Systems Manager
Leonard J. Koch................. 55 Director of Marketing and
Planning
Jerry Thurber was hired by the Company as Director of Information
Technology in June 1996. Mr. Thurber has 14 years of experience managing in the
information system industry. Mr. Thurber spent the last 13 years prior to
joining the Company with American Management Systems, Inc., a major
international systems development and consulting firm, where he was regional
Vice President for Management Systems and Technologies, Western Region. Mr.
Thurber has experience managing client server technologies, directing
information systems departments, and managing information systems consulting
services. He graduated from Colorado State University in 1978 with a Bachelor of
Arts degree in Political Science and from Denver University in 1983 with a
Masters of International Management.
Leonard J. Koch was retained by the Company as a marketing consultant in
September 1995 and was employed as Director of Marketing and Planning in January
1996. Mr. Koch brings to Avert more than 30 years of experience in marketing and
distribution roles with companies such as Honeywell from 1964 to 1983, NBI from
1983 to 1990, and Solburne Computer in 1991 and 1992. From 1991 to 1992, he
served as director of Original Equipment Manufacturer and indirect distribution
with Solburne Computer. Most recently, from 1992 to 1995, he was co-founder and
chief operating officer at Audiologic, Inc. Mr. Koch graduated from Valparaiso
University in 1964 with a Bachelor of Arts degree in business administration and
political science.
Board and Committee Meetings
The Board of Directors held 10 formal meetings during the year ended
December 31, 1997. All directors of Avert attended at least 75% of the aggregate
of all meetings of the Board of Directors and committees on which they served in
1996. In addition to these formal meetings, certain business was conducted by
unanimous written consent of the Board of Directors. The Company's officers have
made a practice of keeping directors informed of corporate activities by
personal meetings and telephone discussions and (as indicated above) directors
ratify or authorize certain Company actions through unanimous written consent
actions.
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In March 1994, the Company established an Audit Committee and a
Compensation Committee of the Board of Directors consisting in each case of
Stephen C. Fienhold and D. Michael Vaughan. The Audit Committee's function is to
recommend to the Board of Directors the firm to select as the Company's outside
auditors, to oversee the adequacy of internal controls and to review and approve
the services of the outside public accounting firm. The Compensation Committee's
function is to review and approve proposals by management as to compensation for
officers and other employees of the Company and to administer the Avert, Inc.
1994 Stock Incentive Plan (the "Stock Incentive Plan"). Neither the Audit
Committee nor the Compensation Committee held any meetings during the year ended
December 31, 1997.
At present, the Company has no nominating, executive or similar committees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Employment Agreement
The Company entered into an employment agreement with Mr. Suposs effective
January 1, 1994 ("Employment Agreement"). The Employment Agreement expires on
January 1, 1999 and is automatically renewed for successive one-year periods
unless the Company or Mr. Suposs elects not to renew. The Employment Agreement
provides for an annual salary of at least $96,000 per year ("Base Salary") and
an annual bonus ("Annual Bonus") of 6% of the income for that year before
deduction of income taxes and before giving effect to the bonus, but after
deduction of investment income; provided, however, if a change of control (as
defined in the Employment Agreement) occurs, the Annual Bonus will be terminated
and the Base Salary will be increased by the average of the annual bonus paid
for each of the preceding three years ("Adjusted Base Salary"). In the event of
death during the term of the Employment Agreement, Mr. Suposs' Base Salary (but
not the Annual Bonus) or the Adjusted Base Salary, as the case may be, will be
continued for six months at the base monthly rate then in effect and paid to the
beneficiary or beneficiaries of Mr. Suposs. Unless a change of control occurred
prior to his death, Mr. Suposs' beneficiary or beneficiaries will also be paid
the Annual Bonus for the portion of the year prior to his death.
The Employment Agreement may be terminated by the Company with or without
Cause (as defined in the Employment Agreement); provided that, if the Employment
Agreement is terminated without Cause, the Company must pay to Mr. Suposs the
Base Salary and Annual Bonus or Adjusted Base Salary, as the case may be, for
the remaining term of the Employment Agreement. In the event of a change of
control, Mr. Suposs may, in certain instances, terminate his employment within
six months following the change in control, in which event he will be paid an
amount equal to two times his Adjusted Base Salary; provided that the amount
thereof does not exceed the excess parachute payments as defined in Section 280G
of the Internal Revenue Code of 1986, as amended. Mr. Suposs may terminate the
Employment Agreement without being in breach thereof, provided that the Board of
Directors determines that such termination is for reasons beyond the control of
Mr. Suposs. In this event, Mr. Suposs will be paid severance in an amount equal
to six (or, if less, the number of months remaining in the term of the
Employment Agreement) times the monthly Base Salary or Adjusted Base Salary, as
the case may be.
In the event Mr. Suposs' employment is terminated by the Company for Cause,
Mr. Suposs may not engage in a competing business in any location within the
United States for a period equal to the greater of two years or the remaining
term of the Employment Agreement. In the event Mr. Suposs' employment is
terminated for any reason other than Cause or death or permanent disability, Mr.
Suposs may not engage in a competing business in any location within the United
States for a period equal to the greater of the remaining term of the Employment
Agreement or one year. In addition, Mr. Suposs has agreed that during his
employment and during the applicable period of any non-compete, neither he nor
any employer with whom he is at the time affiliated may hire any person employed
by the Company. Mr. Suposs has also agreed that he will not disclose, except in
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the normal course of his duties, any Confidential Information (as defined in the
Employment Agreement) to any one else either during the term of the Employment
Agreement or subsequent thereto for the applicable period of any non-compete
provision.
Executive Compensation
The following table sets forth the cash compensation paid to Mr. Suposs,
the President (chief executive officer) of the Company, for each of the years in
the three-year period ended December 31, 1997. No other executive officer of the
Company had total annual salary and bonus for the year ended December 31, 1997,
in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term
Annual Compensation Compensation
--------------------------------------------------------- ----------------
Name and Other Annual All other
Principal Position Year Salary($) Bonus($) Compensation($)(1) Options(#) Compensation(2)
- ------------------ ---- --------- -------- ------------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
Dean A. Suposs,
President and
Chairman of the
Board................ 1997 $96,000(3) $ 91,782(3) $ -- -- $ --
1996 $96,000(3) $ 93,215(3) $ -- -- $ --
1995 $96,000(3) $ 63,923(3) $ -- -- $1,200
</TABLE>
- ---------------
(1) Does not include: (i) board fees of $9,600 for each of the years ended
December 31, 1997, 1996, and 1995, respectively; or (ii) compensation for
the personal use by Mr. Suposs of a Company-owned vehicle. The vehicle is
used primarily for business purposes. Compensation for personal use did not
exceed 10% of Mr. Suposs' total salary and bonus for the respective years
stated.
(2) Represents Company contributions for the benefit of Mr. Suposs under the
Avert, Inc. 401(k) Profit Sharing Plan (the "Plan"). The Plan is for the
benefit of all eligible employees of the Company. Eligible employees may
make voluntary contributions to the Plan which are then matched 50% by the
Company up to a maximum of $1,500.
(3) Represents a fixed annual salary of $96,000 and a bonus of 6% of income
before deduction of income taxes and before giving effect to the bonus, but
after deduction of investment income. See caption "Employment Agreement"
above.
Option Grants in 1998
No grants of stock options of the Company were made to the executive
officer named in the Summary Compensation Table above during the year ended
December 31, 1997.
Aggregated Option Exercises and Fiscal Year-End Option Value
The following table sets forth information concerning the fiscal year-end
value of unexercised options held by the executive officer named in the Summary
Compensation Table above.
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<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises
For Year Ended December 31, 1997
And Year-End Option Values
Number of Shares Underlying Value of Unexercised
Unexercised In-The-Money Options at
Shares Options at Year End(#)(2) Year-End ($)(3)
Acquired on Value ----------------------------- ---------------------------
Name Exercise (#)(1) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- --------------- ----------- ------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Dean A. Suposs...... 0 0 133,332 66,668 $316,664 $158,337
</TABLE>
- ---------------
(1) No options were exercised during the year ended December 31, 1997.
(2) The total number of unexercised options held as of December 31, 1997,
separated between those options that were exercisable and those options
that were not exercisable.
(3) Calculated by subtracting actual option exercise price from market value at
year end ($7.625 per share) and multiplying the difference by the number of
shares in each category.
Directors' Compensation
Each director of the Company is paid a monthly fee of $800 as compensation
for services as a board member. In addition, pursuant to the Company's
Non-Employee Directors' Stock Option Plan, each non-employee director is
automatically granted options to purchase 1,000 shares at the time he becomes a
director and, thereafter, options to purchase an additional 1,000 shares for
each subsequent year that he serves up to a maximum of 5,000 shares per
non-employee director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors and persons who own more than 10% of a
registered class of the company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC") and
the National Association of Securities Dealers, Inc. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) filings.
Based solely on its review of copies of such forms received by it and
written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that, during the year ended
December 31, 1997, its officers, directors and greater than 10% beneficial
owners complied with all applicable filing requirements, except Jamie M. Burgat
failed to file two reports covering two transactions.
RATIFICATION OF AUDITORS
(Proposal 2 on Proxy Card)
The Board of Directors voted to engage Hein + Associates LLP as independent
accountants to audit the accounts and financial statements of the Company for
the fiscal year ending December 31, 1998, and directed that such engagement be
submitted to the stockholders of the Company for ratification. In recommending
ratification by the stockholders of such engagement, the Board of Directors is
acting upon the recommendation of the Audit Committee, which has satisfied
itself as to the firm's professional competence and standing. Although
ratification by stockholders of the engagement of Hein + Associates LLP is not
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<PAGE>
required by Colorado corporate law or the Company's Articles of Incorporation or
Bylaws, management feels a decision of this nature should be made with the
consideration of the Company's stockholders. If stockholder approval is not
received, management will reconsider the engagement.
It is expected that one or more representatives of Hein + Associates LLP
will be present at the Meeting and will be given the opportunity to make a
statement if they so desire. It also is expected that the representatives will
be available to respond to appropriate questions from the stockholders.
The Board of Directors unanimously recommends a vote "FOR" the ratification
of Hein + Associates LLP as independent auditors for the Company's 1998 fiscal
year. Proxies received will be so voted unless stockholders specify otherwise in
the Proxy.
COST AND METHOD OF PROXY SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of
Directors of the Company. All expenses for soliciting Proxies, including the
expense of preparing, printing and mailing the form of Proxy and the material
used in the solicitation thereof, will be borne by the Company. In addition to
the use of the mails, Proxies may be solicited by personal interview, telephone
and telegram by directors and regular officers and employees of the Company.
Such persons will receive no additional compensation for such services.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of stock held of record by such persons, and the Company may
reimburse them for reasonable out-of-pocket expenses incurred by them in
connection therewith.
ANNUAL REPORT AND FINANCIAL STATEMENTS
You are referred to the Company's annual report, including financial
statements, for the year ended December 31, 1997, enclosed herewith for your
information. The annual report is not incorporated in this Proxy Statement and
is not to be considered part of the soliciting material.
DEADLINE FOR RECEIPT OF STOCKHOLDER
PROPOSALS FOR 1998 ANNUAL MEETING
Any proposals that stockholders of the Company desire to have presented at
the 1998 Annual Meeting of Stockholders must be received by the Company at its
principal executive offices no later than January 20, 1999.
Fort Collins, Colorado
May 20, 1998
<PAGE>
PROXY AVERT, INC. PROXY
301 Remington Street
Fort Collins, Colorado 80524
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dean A. Suposs and Jamie M. Burgat as Proxies,
or either of them, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as directed below, all the shares of
common stock of Avert, Inc. held of record by the undersigned on May 18, 1998,
at the Annual Meeting of Stockholders to be held on June 24, 1998, or any
adjournment thereof, hereby ratifying and confirming all that said Proxies may
do or cause to be done by virtue thereof.
1. ELECTION OF DIRECTORS:
Authority is granted [ ] withheld [ ] to vote for the election of the
following nominees to the Board of Directors:
Dean A. Suposs D. Michael Vaughan Stephen C. Fienhold
Stephen D. Joyce
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR PERSON, DRAW A LINE
THROUGH THAT PERSON'S NAME.
2. PROPOSAL TO RATIFY THE SELECTION OF HEIN + ASSOCIATES LLP AS INDEPENDENT
AUDITORS OF AVERT, INC. FOR FISCAL 1998;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1 AND FOR PROPOSAL 2.
Dated: , 1998
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Signature
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Signature if held jointly
Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing as
attorney, as executors, administrators,
trustee, or guardian, please give full
title as such. If a corporation, please
sigh in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
