SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Pursuant to Rule 14a-11(c) or Rule 14a-12
MULTIMEDIA ACCESS CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid: _________________________________________________
2) Form, Schedule or Registration No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
MULTIMEDIA ACCESS CORPORATION
2665 VILLA CREEK DRIVE
SUITE 200
DALLAS, TEXAS 75234
April 14, 1997
Dear Shareholder:
You are cordially invited to attend MultiMedia Access Corporation's (the
"Company") Annual Meeting of Shareholders to be held on May 14, 1997, at 10:30
a.m. local time at the Westin Galleria Hotel at 13340 Dallas Parkway, Dallas, TX
75240.
You are being asked to elect the Company's Board of Directors and to ratify
the appointment of Ernst & Young LLP as the Company's independent auditors. We
also will be pleased to report on the affairs of the Company and a discussion
period will be provided for questions and comments of general interest to
shareholders.
Whether or not you are able to attend, it is important that your shares be
represented and voted at this meeting. Accordingly, please complete, sign and
date the enclosed proxy and mail it in the envelope provided at your earliest
convenience. Your prompt response would be greatly appreciated.
Sincerely,
/s/ Glenn A. Norem
Glenn A. Norem
Chief Executive Officer
YOUR VOTE IS IMPORTANT!
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, AND RETURN
PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED TO ENSURE THAT YOUR VOTE
WILL BE COUNTED. YOU MAY VOTE IN PERSON IF YOU SO DESIRE EVEN IF YOU HAVE
PREVIOUSLY SENT IN YOUR PROXY.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKERAGE FIRM OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM OR
HER TO VOTE YOUR SHARES ON THE ENCLOSED CARD.
<PAGE>
MULTIMEDIA ACCESS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 14, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MultiMedia
Access Corporation, a Delaware corporation (the "Company"), is scheduled to be
held on May 14, 1997 at 10:30 a.m., local time, at the Westin Galleria Hotel
located at 13340 Dallas Parkway, Dallas, TX 75240 for the following purposes:
1. To elect three directors to serve for the terms of office specified
in the accompanying proxy statement and until their successors are duly
elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent
auditors for the Company for fiscal year 1997; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL 11, 1997 ARE
ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING AND ANY ADJOURNMENT
THEREOF. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. HOWEVER, TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED. SHAREHOLDERS ATTENDING THE MEETING MAY REVOKE THEIR PROXY AND
VOTE IN PERSON.
FOR THE BOARD OF DIRECTORS
/s/ William S. Leftwich
William S. Leftwich
Assistant Secretary
<PAGE>
MULTIMEDIA ACCESS CORPORATION
PROXY STATEMENT
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of common stock, $.0001 par
value (the "Common Stock"), of MultiMedia Access Corporation, a Delaware
corporation (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the Annual Meeting of
Shareholders to be held on Wednesday, May 14, 1997, or at any adjournment
thereof, pursuant to the accompanying Notice of Annual Meeting of Shareholders.
The purposes of the meeting and the matters to be acted upon are set forth in
the accompanying Notice of Annual Meeting of Shareholders. The Board of
Directors is not currently aware of any other matters that will come before the
Annual Meeting.
Proxies for use at the Annual Meeting are being solicited by the Board of
Directors of the Company. These proxy solicitation materials are first being
mailed on or about April 14, 1997 to all shareholders entitled to vote at the
Annual Meeting. Proxies will be solicited chiefly by mail. The Company will make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy material to the beneficial owners of the
shares and will reimburse them for their expenses in so doing. Should it appear
desirable to do so in order to ensure adequate representation of shares at the
Annual Meeting, officers, agents and employees of the Company may communicate
with shareholders, banks, brokerage houses and others by telephone, facsimile or
in person to request that proxies be furnished. All expenses incurred in
connection with this solicitation will be borne by the Company.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting and a return envelope for the
proxy are enclosed. Shareholders may revoke the authority granted by their
execution of proxies at any time before their effective exercise by filing with
the Secretary of the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the Annual Meeting. Shares
of the Company's Common Stock represented by executed and unrevoked proxies will
be voted in accordance with the choice or instructions specified thereon. If no
specifications are given, the proxies intend to vote the shares represented
thereby in favor of the matters as set forth in the accompanying Notice of
Annual Meeting of Shareholders and in accordance with their best judgment on any
other matters which may properly come before the Annual Meeting.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on April 11, 1997 are
entitled to notice of and to vote at the Annual Meeting. As of the record date,
7,906,291 shares of Common Stock were issued and outstanding. Each share of
Common Stock is entitled to one vote on all matters that may properly come
before the Annual Meeting. The holders of a majority of the outstanding shares
of Common Stock, present in person or by proxy, will constitute a quorum at the
Annual Meeting. Abstention and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum. "Broker non-votes" are shares
held by brokers or nominees which are present in person or represented by proxy,
but which are not voted on a particular matter because instructions have not
been received from the beneficial owner.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. Accordingly, abstentions or non-votes will not affect the election of
candidates receiving the plurality of votes.
<PAGE>
All other matters to come before the Annual Meeting require the approval of
the holders of a majority of the votes cast at the Annual Meeting. For this
purpose, abstentions and non-voters will be deemed shares not voted on such
matters, will not count as votes for or against the proposals, and will not be
included in calculating the number of votes necessary for the approval of such
matters.
Votes at the Annual Meeting will be tabulated by Inspectors of Election
appointed by the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Three directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting. Unless otherwise specified, the enclosed proxy
will be voted in favor of the persons named below to serve until the next Annual
Meeting and until their successors are elected and qualified. Messrs. Norem,
Culp and Jobe currently serve as directors of the Company. In the event any of
these nominees shall be unable to serve as a director, the shares represented by
the proxy will be voted for the person, if any, who is designated by the Board
of Directors to replace the nominee. All nominees have consented to be named and
have indicated their intent to serve if elected. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve or that any
vacancy on the Board of Directors will occur.
The names of the nominees and certain other information about them are set
forth below:
NOMINEE AGE DIRECTOR SINCE OFFICE HELD WITH COMPANY
- --------------- ----- ---------------- -----------------------------------
Glenn A. Norem. 44 1994 Chief Executive Officer and Director
William D.Jobe. 59 1994 Chairman of the Board
Joe C. Culp.... 63 1995 Director
Mr. Norem has been Chief Executive Officer and a director of the Company
since its inception in February 1994. Mr. Norem has been Chief Executive Officer
of each of the Company's subsidiaries since their respective inceptions. Mr.
Norem has also been Chairman and Chief Executive Officer of Catalyst Financial
Corporation ("Catalyst"), an investment and business advisory firm to
development stage companies in the computer and communications industries, since
its inception in January 1990. From March 1984 to December 1989, Mr. Norem was a
general partner of Barry Cash Southwest Partnership, L.P., a venture capital
partnership. From May 1985 to December 1989, Mr. Norem was a general partner of
InterWest III, L.P. a venture capital partnership and, from 1983 to 1984, he was
Corporate Strategic Business Development Manager at Texas Instruments, Inc. Mr.
Norem began his career with IBM Corporation's System Communications Division R &
D Laboratory. Mr. Norem received a B.S. degree in Electrical Engineering/Systems
Engineering from Southern Illinois University and an M.B.A. (Finance and
Marketing) from the University of Chicago.
Mr. Jobe has been Chairman of the Board of the Company since November 1994.
Since July 1991, Mr. Jobe has been a private venture capitalist and computer
industry advisor. From June 1990 to July 1991, Mr. Jobe was President of MIPS
Technology Development, a subsidiary of MIPS Computer Systems, Inc., a supplier
of reduced instruction set computing products and technology. From September
1987 to June 1990, Mr. Jobe was Executive Vice President for Sales, Marketing
and Service of MIPS Computer Systems, Inc. From 1993 Mr. Jobe was Chairman and a
director of Great Bear Technology, Inc., a publicly-traded supplier of
interactive multimedia software. Mr. Jobe received a B.S.M.E. and a M.S.M.E.
from Texas A & M University and a P.M.D. from Harvard Business School.
Mr. Culp has been a director of the Company since November 1995. Since 1990,
Mr. Culp has served as President of Culp Communications Associates, engaging in
senior level consulting in the telecommunications industry. From 1989 to 1990,
Mr. Culp was Executive Vice President of Communications Transmission, Inc., a
telecommunications provider. From 1988 to 1989, Mr. Culp served as President and
Chief Executive Officer of LIGHTNET, a fiber optic telecommunications carrier
jointly owned by CSX Corporation and Southern New England Telecommunications.
From 1982 to 1988, Mr. Culp
2
<PAGE>
was President, Telecommunications for Rockwell International. Since 1994, Mr.
Culp has served on the Chairman's Advisory Board of Newbridge Networks a
publicly-traded company and since 1996, has served as a director of IXC
Communications, a public company. Mr. Culp received a B.S.E.E. from the
University of Arkansas.
EXECUTIVE OFFICERS
The following table contains information as of April 11, 1997 as to the
executive officers of the Company.
NAME AGE OFFICE HELD WITH COMPANY
- ------------------- ------ -----------------------------------------------
Glenn A. Norem..... 44 Chief Executive Officer
Philip M. Colquhoun 55 President and Chief Operating Officer
William S. Leftwich 47 Chief Financial Officer and Assistant Secretary
David T. Stoner ... 40 Vice President of Operations
Mr. Norem's information can be found with the above information concerning
nominees for directors.
Mr. Colquhoun was appointed President and Chief Operating Officer of the
Company in April 1996. He had been President of Viewpoint Systems, Inc. and
Osprey Technologies, Inc., both subsidiaries of the Company, since November
1995. From August 1994 to October 1995, Mr. Colquhoun was President of the
Connectworks Division of Connectware Inc., a wholly owned subsidiary of AMP Inc.
From September 1991 to August 1994, Mr. Colquhoun served as President and Chief
Executive Officer of Visual Information Technologies Inc., a manufacturer of PC
video, graphics and imaging products, which was sold to Connectware Inc. From
February 1990 to September 1991, he was Senior Vice President of Visual
Information Technologies Inc., From August 1984 to February 1990, Mr. Colquhoun
served Recognition Equipment Inc. in various capacities, including Vice
President Manufacturing, Vice President and General Manager, Special Products
Division and President, Postalogic Division. Mr. Colquhoun was the Vice
President of Finance and Administration for Nixdorf Computer Corporation from
1981 to 1984 and was employed by IBM Corporation from 1961 to 1981 in various
engineering, finance and manufacturing positions.
Mr. Leftwich has been Chief Financial Officer of the Company since March
1995. From January 1993 to March 1995, Mr. Leftwich served as Chief Financial
Officer, Treasurer and Secretary of Integrated Security Systems, Inc., a
manufacturer, developer, and distributor of integrated security solutions. From
August 1992 to December 1992, Mr. Leftwich served as Controller of Thomas Group
Holding Company, an affiliate of Integrated Security Systems, Inc. Mr. Leftwich
was self-employed as a financial consultant from January 1992 to July 1992. From
January 1989 to December 1991, Mr. Leftwich served as the Chief Financial
Officer of OKC Limited Partnership, an oil and gas exploration company. For
approximately seven years prior to joining OKC Limited Partnership, Mr. Leftwich
served as Vice President -- Finance for Endevco, Inc., a natural gas
transportation and processing company. Mr. Leftwich is a C.P.A. and received a
B.B.A. from Texas A&M University.
Mr. Stoner joined the Company as Vice President of Operations in August 1996.
From August 1994 to August 1996, Mr. Stoner was Vice President of Engineering
for the Connectworks Division of Connectware, Inc., a wholly owned subsidiary of
AMP Inc. From July 1986 to August 1994, Mr. Stoner was employed by Visual
Information Technologies, Inc. ("VITec"), a manufacturer of video, imaging, and
graphics products, which was purchased by Connectware, Inc. At VITec, Mr. Stoner
was responsible for the development of hardware and software products, and
served in various positions including Vice President of Engineering. From
January 1979 to July 1986, Mr. Stoner served in various engineering positions at
Texas Instruments, Inc. Mr. Stoner received his B.S. degree in Electrical
Engineering from the University of Kansas.
There are no family relationships among the directors, executive officers, or
other significant employees of the Company.
3
<PAGE>
DIRECTOR COMPENSATION
Directors currently receive no cash compensation for serving on the Board of
Directors other than reimbursement of reasonable expenses incurred in attending
meetings. In June 1993, Mr. Jobe was granted an option to purchase 5,110 shares
of Common Stock under the 1993 Stock Option Plan at an exercise price of $0.20
per share. This option is fully vested. In November 1994, Mr. Jobe was granted
an option to purchase 125,000 shares of Common Stock under the 1994 Option Plan,
at an exercise price of $3.00 per share. The option vests as to one quarter of
the shares subject to the option one year from the date of grant and one quarter
of the shares subject to the option each year thereafter subject to acceleration
based on the Company's performance. In November 1995, Mr. Jobe and Mr. Culp were
each granted options to purchase 40,000 shares of Common Stock exercisable at
$3.00 per share under the 1995 Option Plan for consulting activity in addition
to their director responsibilities. These options vest over a three (3) year
period.
In May 1995, the Company adopted a 1995 Director Option Plan (the "Director
Plan") under which only outside directors are eligible to receive stock options.
The Director Plan provides for the grant of nonstatutory stock options to
directors who are not employees of the Company. A total of 250,000 shares of
Common Stock have been authorized for issuance under the Director Plan. As of
December 31, 1996, options to purchase an aggregate of 45,000 shares at exercise
prices ranging from $3.00 to $4.00 per share had been granted under the Director
Plan. Each non-employee director who joins the Board after May 1, 1995 will
automatically be granted a nonstatutory option to purchase 15,000 shares of
Common Stock on the date upon which such person first becomes a director. In
addition, each such non-employee director will automatically be granted a
nonstatutory option to purchase 10,000 shares of Common Stock upon annual
re-election to the Board, provided the director has been a member of the Board
for at least six months upon the date of re-election. The exercise price of each
option granted under the Director Plan is equal to the fair market value of the
Common Stock on the date of grant. Each initial 15,000 share grant vests at the
rate of 25% of the option shares upon the first anniversary of the date of grant
and one forty-eighth of the options shares per month thereafter, and each annual
10,000 share grant vests at the rate of 25% of the option shares upon the first
anniversary of the date of grant and one forty-eighth of the options shares per
month thereafter, in each case unless terminated sooner upon termination of the
optionee's status as a director or otherwise pursuant to the Director Plan. In
the event of a merger of the Company with or into another corporation or a
consolidation, acquisition of assets or other change in control transaction
involving the Company, each option becomes exercisable unless assumed or an
equivalent option substituted by the successor corporation. Unless terminated
sooner, the Director Plan will terminate in 2005. The Director Plan is currently
administered by the Board of Directors. The Board has authority to amend or
terminate the Director Plan, provided that no such action may impair the rights
of any optionee without the optionee's consent.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held a total of seven meetings during the Company's
fiscal year ended December 31, 1996. Each Director attended in person or
telephonically at least 75% of the meetings held by the Board of Directors and
all committees thereof on which he served.
The Board of Directors has established two standing committees: the Audit and
Compensation Committees. Messrs. Norem, Jobe and Culp are members of both the
Audit and Compensation Committee.
The Audit Committee, which met one time in 1996, recommends annually to the
Board of Directors the appointment of the independent public accountants of the
Company, discusses and reviews the scope and the fees of the prospective annual
audit, reviews the results of the annual audit with the Company's independent
public accountants, reviews compliance with existing major accounting and
financial policies of the Company, reviews the adequacy of the financial
organization of the Company's internal accounting controls and compliance with
federal and state laws relating to accounting practices, and reviews and
approves transactions if any, with affiliated parties.
The Compensation Committee, which met one time in 1996, reviews and approves
salaries and bonuses for all officers, administers the Company's existing stock
option plan, and carries out the responsibilities required by the rules of the
U.S. Securities and Exchange Commission.
4
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS
NAMED ON THE ENCLOSED PROXY.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors has appointed the firm of Ernst & Young LLP as the
Company's independent auditors for 1997. Although action by the shareholders in
this matter is not required, the Board of Directors believes that it is
appropriate to seek shareholder ratification of this appointment.
A representative of Ernst & Young LLP is expected to attend the Annual
Meeting. The representative will have the opportunity to make a statement, if he
or she so desires, and will be available to respond to appropriate questions
from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICAITON OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS FOR YEAR 1997.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of April 11, 1997 regarding the
beneficial ownership of the Company's Common Stock of (i) each person known to
the Company to be the beneficial owner, within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of more
than 5% of the outstanding shares of Common Stock, (ii) each director of the
Company, (iii) each executive officer of the Company named in the Summary
Compensation Table (see "Executive Compensation") and (iv) all executive
officers and directors of the Company as a group. Unless otherwise indicated,
the address of each named beneficial owner is c/o MultiMedia Access Corporation,
2665 Villa Creek Drive, Suite 200, Dallas, TX 75234. Except to the extent
indicated in the footnotes, each of the beneficial owners named below has sole
voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS OF AMOUNT AND NATURE OF OUTSTANDING
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) SHARES OWNED(1)(2)
- ---------------------------------------- ------------------------------ -------------------------
<S> <C> <C>
Fred Kassner .......................... 1,961,266((3)) 13.3
69 Spring Street
Ramsey, NJ 07446
H. T. Ardinger, Jr .................... 1,876,848((4)) 12.8
9040 Governors Row
Dallas, TX 75247
Robert Moody, Jr ...................... 1,253,433((5)) 8.5
601 Moody National Bank Bldg
Galveston, TX 77550
Glenn A. Norem ........................ 952,557((6)) 6.5
M. Douglas Adkins ..................... 874,921((7)) 5.9
1601 Elm Street, #3000
Dallas, TX 75201
William D. Jobe ....................... 91,775((8)) *
William S. Leftwich ................... 46,500((9)) *
Joe C. Culp ........................... 25,624((10)) *
Philip M. Colquhoun ................... 74,166((11)) *
David T. Stoner ....................... --((12)) *
All executive officers and directors as
a group (six persons) ................ 1,190,622((6)(8)(9)(10)(11)(12)) 8.1
</TABLE>
- ----------
* Less that 1%
5
<PAGE>
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from April 11, 1997 upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days from April 11, 1997 have been exercised. Unless
otherwise indicated, the Company 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.
(2) Based on a total of (i) 7,906,291 shares issued and outstanding, (ii)
2,851,977 shares of Common Stock reserved for issuance upon the exercise of
Redeemable Common Stock Purchase Warrants at $4.50 per share, (iii) 707,500
shares of Common Stock reserved for issuance upon exercise of outstanding
warrants to purchase common stock at $1.00 per share, (iv) 2,274,073 shares
of Common Stock reserved for issuance upon exercise of outstanding warrants
to purchase common stock at $3.00 per share and (v) 972,139 shares of
Common Stock reserved for issuance upon exercise of vested stock options as
of June 10, 1997.
(3) Includes (i) 260,869 shares of Common Stock reserved for issuance upon the
exercise of Redeemable Common Stock Purchase Warrants at $4.50 per share
and (ii) 365,000 shares of Common Stock reserved for issuance upon the
exercise of outstanding warrants to purchase common stock at $3.00 per
share.
(4) Includes (i) 54,501 shares owned by Mr. Ardinger's wife, (ii) 436,423
shares of Common Stock reserved for issuance upon the exercise of
Redeemable Common Stock Purchase Warrants at $4.50 per share, (iii) 157,500
shares of Common Stock reserved for issuance upon the exercise of
outstanding warrants at $1.00 per share and (iv) 487,500 shares of Common
Stock reserved for issuance upon the exercise of outstanding warrants at
$3.00 per share.
(5) Includes (i) 250,000 shares beneficially owned by Moody Insurance Group,
Inc., of which Mr. Moody is Chairman, President and the sole stockholder,
(ii) 140,591 shares of Common Stock reserved for issuance upon the exercise
of Redeemable Common Stock Purchase Warrants at $4.50 per share, (iii)
200,000 shares of Common Stock reserved for issuance upon the exercise of
outstanding warrants at $1.00 per share and (iv) 275,000 shares of Common
Stock reserved for issuance upon the exercise of outstanding warrants at
$3.00 per share.
(6) Includes (i) 51,100 shares issuable at $.04 per share upon the exercise of
options issued under the 1993 Option Plan, (ii) 104,001 shares issuable at
$2.42 per share upon exercise of options issued under the 1994 Option Plan,
(iii) 45,333 shares issuable at $3.30 per share upon exercise of options
issued under the 1995 Option Plan, (iv) 10,869 shares of Common Stock
reserved for issuance upon the exercise of Redeemable Common Stock Purchase
Warrants at $4.50 per share, (v) 108,337 shares of Common Stock reserved
for issuance upon the exercise of outstanding warrants at $1.00 per share,
(vi) 25,000 shares of Common Stock reserved for issuance upon the exercise
of outstanding warrants at $3.00 per share and (vii) 13,200 shares owned by
Mr. Norem's children. Mr. Norem disclaims beneficial ownership of these
shares.
(7) Includes (i) 116,025 shares of Common Stock reserved for issuance upon the
exercise of Redeemable Common Stock Purchase Warrants at $4.50 per share,
(ii) 220,500 shares of Common Stock reserved for issuance upon the exercise
of outstanding warrants at $1.00 per share and (iii) 170,000 shares of
Common Stock reserved for issuance upon the exercise of outstanding
warrants at $3.00 per share.
(8) Includes (i) 5,110 shares issuable at $.20 per share upon the exercise of
options issued under the 1993 Option Plan, (ii) 62,916 shares issuable at
$3.00 per share upon the exercise of options issued under the 1994 Option
Plan, (iii) 20,000 shares issuable at $3.00 per share upon the exercise of
options issued under the 1995 Option Plan and (iv) 3,749 shares issuable at
$3.00 per share upon the exercise of options issued under the 1995
Directors Option Plan.
(9) Includes (i) 38,000 shares issuable at $3.00 per share upon the exercise of
options issued under the 1994 Option Plan and (ii) 8,500 shares issuable at
$3.00 per share upon the exercise of options issued under the 1995 Option
Plan.
(10) Includes (i) 20,000 shares issuable at $3.00 per share upon the exercise of
options issued under the 1995 Option Plan and (ii) 5,624 shares issuable at
$3.00 per share upon the exercise of options issued under the 1995
Directors Option Plan.
(11) Includes 74,166 shares issuable at $3.00 per share upon the exercise of
options granted under the 1995 Option Plan.
(12) None of the 100,000 options to purchase Common Stock of the Company at
$4.00 per share have vested as of June 10, 1997.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation paid by
the Company to the Chief Executive Officer and to all other executive officers
of the Company whose total salary and bonus exceeded $100,000 for the year ended
December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- --------------
NAME AND OPTIONS
PRINCIPAL POSITION FISCAL YEAR SALARY BONUS (IN SHARES)
- ----------------------- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Glenn A. Norem......... 1996 $135,000 -- 160,000
Chief Executive 1995 90,000 $45,000 (3) -- (1)
Officer 1994 91,875 (2) $45,000 (3) 130,000
William S. Leftwich ... 1996 $110,000 -- 30,000
Chief Financial
Officer 1995 90,000 (4) $15,000 (5) 60,000
Philip M. Colquhoun ... 1996 $140,000 $35,000 50,000
President and Chief 1995 90,000 (6) 3,500 200,000
Operating Officer
David T. Stoner........ 1996 $120,000 (7) -- 100,000
Vice President of
Operations
</TABLE>
- ----------
(1) Does not include warrants to purchase 118,500 shares of Common Stock of the
Company granted to Mr. Norem and Norem I, L.P. in connection with financing
transactions.
(2) $22,500 of such amount was accrued as of December 31, 1994, of which
$11,250 was paid in 1995. The remaining $11,250 was accrued as of December
31, 1995.
(3) In October 1996 receipt of this amount was deferred by Mr. Norem until
February 1998.
(4) Represents Mr. Leftwich's annual salary. He assumed his duties with the
Company on March 29, 1995 and earned $67,268 in salary during 1995.
(5) Amount was accrued as of December 31, 1995 and 1996 and paid in 1997.
(6) Represents Mr. Colquhoun's annual salary. He assumed his duties as
President of the Viewpoint and Osprey subsidiaries on November 1, 1995 and
earned $14,880 in salary during 1995. Mr. Colquhoun assumed the duties of
President and Chief Operating Officer of the Company in April 1996.
(7) Represents Mr. Stoner's annual salary. He assumed his duties with the
Company on August 16, 1996 and earned $44,615 in salary in 1996.
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The following table provides information concerning options granted to the
executive officers of the Company in 1996.
OPTION GRANTS IN LAST FISCAL YEAR
% OF TOTAL
OPTIONS
GRANTED
TO EMPLOYEES EXERCISE OR
OPTIONS IN BASE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE/SHARE DATE
- ------------------- --------- --------------- ------------- ------------
Glenn A. Norem..... 160,000 20.2 $3.30 1/01/01
William S.Leftwich. 30,000 3.8 $3.00 1/01/06
Philip M. Colquhoun 50,000 6.3 $3.00 4/26/06
David T. Stoner ... 100,000 12.6 $4.00 8/19/06
YEAR-END OPTION VALUES
The following table sets forth certain information as of December 31, 1996
concerning the value of unexercised options held by the officers named in the
Summary Compensation Table above.
FISCAL YEAR-END OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1996 AT DECEMBER 31, 1996((1))
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ------------- --------------- ------------- ---------------
Glenn A. Norem..... 144,267 196,833 $421,693 $268,612
William S. Leftwich 39,000 51,000 58,500 76,500
Philip M. Colquhoun 43,333 206,667 65,000 310,000
David T. Stoner ... -- 100,000 -- 50,000
- ----------
(1) Represents the difference between the exercise price of the outstanding
options and the estimated market price of the Common Stock on December 31,
1996 of $4.50 per share.
EMPLOYMENT AGREEMENTS
The Company has entered into a five-year employment agreement with Glenn A.
Norem, effective February 7, 1994, which provides for his employment as Chief
Executive Officer. The employment agreement provides for an annual base
compensation of $90,000, subject to increases upon review by the Board of
Directors, and annual bonuses at the discretion of the Board of Directors. In
the event the employment agreement is terminated, (other that "for cause" by the
Company) including for "good reason" by Mr. Norem including in the event of a
"change of control" as defined in the agreement, then Mr. Norem will receive (i)
all accrued salary, bonuses and benefits through the date of such termination;
and (ii) a sum equal in the aggregate to the full amount, discounted by three
percent (3%), of (a) the salary and benefits which Mr. Norem would have
received, at the average rate or rates in effect during the six-month period
immediately prior to termination, and (b) the annual bonus or bonuses which Mr.
Norem would have received, at the rate of his annual bonus for the last full
fiscal year of the Company ending prior to termination, had, with respect to
both (a) and (b), Mr. Norem's employment under the agreement continued through
the full term of the agreement. The employment agreement also contains
provisions granting Mr. Norem certain piggy-back and demand registration rights
that require the Company to register under the Securities Act any or all shares
of the Company's Common Stock held by Mr. Norem, or issuable upon exercise of
stock options held by Mr. Norem. The employment agreement is automatically
renewed for successive one year terms unless the Company or Mr. Norem elects not
to renew.
In January 1996, Mr. Norem's employment agreement was amended to increase his
annual base compensation to $135,000 and provide for a minimum bonus of $15,000
per year. Concurrent with the amendment, the Board of Directors granted Mr.
Norem a bonus of $45,000 per year for 1994 and 1995
8
<PAGE>
to be paid only upon the authorization of the Board of Directors. In September
1996, Mr. Norem's employment agreement was amended to include a non-compete,
non-solicitation, and non-circumvention agreement with the Company for the
duration of his employment and through the two years immediately following the
termination of his employment with the Company.
The Company has also entered into employment agreements with Messrs.
Colquhoun, Leftwich and Stoner. These employment agreements provide (i) for
annual base compensation of $90,000, $90,000 and $120,000 respectively, as
adjusted periodically by the Board of Directors; (ii) that the officer is
eligible to participate in the Company's Employee Stock Option Plans and
Executive Bonus Plans; and (iii) that the employment of each officer with the
Company is "at will" and may be terminated by the officer or the Company at any
time, for any reason or no reason.
CERTAIN TRANSACTIONS
In October 1996, Glenn A. Norem, Chief Executive Officer of the Company,
agreed to defer the receipt of $170,308 principal amount of secured and demand
notes, accrued interest of $13,154 and accrued salary and bonuses of $127,781
until February 1998. The Company has agreed to pay Mr. Norem interest at a rate
of 15% per annum on the deferred amount. In addition, Mr. Norem was repaid
$200,000 principal amount of secured and demand notes plus accrued interest of
$8,921 on convertible notes from the proceeds of the Company's initial public
offering on February 7, 1997. Also, G. A. Norem I L.P., a partnership managed by
Mr. Norem, was repaid $35,000 principal amount of secured and demand notes plus
accrued interest of $10,068 from the proceeds of the offering.
Mr. Norem also elected to convert $50,000 principal amount of convertible
notes into 10,869 shares of Common Stock and 10,869 Redeemable Common Stock
Purchase Warrants upon the closing of the Company's initial public offering on
February 7, 1997.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's officers, directors
and persons who own more that 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. Officers, directors and greater than 10%
shareholders are required by the regulation to furnish the Company with copies
of the Section 16(a) forms which they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, and written representations that no other
reports were required during the year ended December 31, 1996, all Section 16(a)
filing requirements applicable to the Company's officers, directors and greater
than ten percent (10%) beneficial owners were complied with.
SHAREHOLDER PROPOSALS
Proposals of Shareholders of the Company that are intended to be presented at
the Company's 1998 Annual Meeting of Shareholders must be received by the
Company no later than December 15, 1997 in order that they may be included in
the proxy statement and form of proxy relating to that meeting.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 including the financial statements and notes thereto is being
mailed to the shareholders of record along with this Proxy Statement. The Annual
Report on Form 10-K is not incorporated by reference in this Proxy Statement and
is not considered to be part of the proxy material.
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OTHER MATTERS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting other than those referred to in this Proxy Statement. If any
other matters properly come before the Annual Meeting, it is the intention of
the persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
By Order of the Board of Directors
/s/ William S. Leftwich
William S. Leftwich
Assistant Secretary
Date: April 14, 1997
10
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MULTIMEDIA ACCESS CORPORATION
2665 VILLA CREEK DRIVE, SUITE 200
DALLAS, TEXAS 75234
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Glenn A. Norem and William S. Leftwich and
each of them, with full power of substitution, as proxies to vote as designated
on the reverse side, all the shares of common stock held by the undersigned at
the annual meeting of shareholders of MultiMedia Access Corporation to be held
on May 14, 1997, at 10:30 A.M. at the Westin Galleria Hotel, 13340 Dallas
Parkway, Dallas, TX 75240, or any adjournment thereof, and with discretionary
authority to vote on all other matters that may properly come before the
meeting.
1. ELECTION OF DIRECTORS:
Nominees: Glenn A. Norem, William D. Jobe, Joe C. Culp
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEES:
--------------------
2. APPROVAL OF INDEPENDENT ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(TO BE SIGNED ON REVERSE SIDE)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE FOR ELECTION OF DIRECTORS AND FOR
APPROVAL OF INDEPENDENT ACCOUNTANTS AND AT THE DISCRETION OF THE PERSONS NAMED
AS PROXIES WITH RESPECT TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE
MEETING.
If you wish to vote in accordance with the recommendations of the Board of
Directors, you may just sign and date below and mail in the postage paid
envelope provided. Specific choices may be made above.
DATE:
----------------------------------------
---------------------------------------------
SIGNATURE
---------------------------------------------
SIGNATURE, IF HELD JOINTLY
NOTE: Please sign exactly as names appears
hereon. Joint owners each should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
