<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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-12
</TABLE>
ViewCast.com., Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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)(1) 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 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:
-----------------------------------------------------------------------
<PAGE> 2
[VIEWCAST.COM LOGO]
ViewCast.com, Inc.
2665 Villa Creek Drive
Suite 200
Dallas, TX 75234
June 30, 2000
Dear Shareholder:
You are cordially invited to attend ViewCast.com, Inc.'s ("ViewCast")
Annual Meeting of Shareholders to be held on Friday, August 4, 2000, at 1:30
p.m. local time at our offices located at 2665 Villa Creek Drive, Suite 200,
Dallas, TX 75234.
We will report on the affairs of ViewCast and a discussion period will be
provided for questions and comments of general interest to shareholders.
Information about the meeting and the various matters on which the shareholders
will act is included in the Notice of Meeting and Proxy Statement that follow.
Also included is a Proxy/Voting Instruction Card and postage-paid return
envelope.
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,
George C. Platt
Chief Executive Officer and President
================================================================================
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> 3
VIEWCAST.COM, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 4, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ViewCast.com, Inc. (formerly MultiMedia Access Corporation), a Delaware
corporation, is scheduled to be held on August 4, 2000 at 1:30 p.m., local time,
at our offices located at 2665 Villa Creek Drive, Suite 200, Dallas, TX 75234
for the following purposes:
1. To elect four 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 approve an increase in the number of shares of Common Stock
available for purchase under ViewCast's 1995 Employee Stock Purchase
Plan from 250,000 to 500,000;
3. To approve an increase in the number of shares of Common Stock as to
which options may be granted under ViewCast's 1995 Employee Stock
Option Plan from 4,900,000 to 5,900,000;
4. To ratify the appointment of Ernst & Young LLP as independent auditors
for ViewCast for fiscal year 2000; and
5. 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 June 16, 2000 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
Frederick B. Cowen
Secretary
<PAGE> 4
VIEWCAST.COM, INC.
PROXY STATEMENT
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of common stock, $.0001 par
value (the "Common Stock"), of ViewCast.com, Inc., a Delaware corporation
("ViewCast" or the "Company") in connection with the solicitation by the Board
of Directors of ViewCast of proxies for use at the Annual Meeting of
Shareholders to be held on Friday, August 4, 2000, 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.
The Board of Directors of ViewCast is soliciting proxies for use at the
Annual Meeting. These proxy solicitation materials are first being mailed on or
about June 30, 2000 to all shareholders entitled to vote at the Annual Meeting.
Proxies will be solicited chiefly by mail. ViewCast 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 ViewCast may communicate with shareholders,
banks, brokerage houses and others by telephone, facsimile or in person to
request that proxies be furnished. ViewCast expects to expend approximately
$2,000.00 soliciting proxies for the Annual Meeting. All expenses incurred in
connection with this solicitation will be borne by ViewCast.
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 ViewCast 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 ViewCast'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 that may properly come before the Annual Meeting.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on June 16, 2000 are
entitled to notice of and to vote at the Annual Meeting. As of the record date,
15,614,019 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.
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
1
<PAGE> 5
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.
Inspectors of Election appointed by ViewCast will tabulate votes at the
Annual Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Four 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. Ardinger,
Autem, Platt and Dean currently serve as directors of ViewCast. 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 for Director and certain other information about
them are set forth below:
<TABLE>
<CAPTION>
NOMINEE AGE DIRECTOR SINCE OFFICE HELD WITH COMPANY
------- --- -------------- ------------------------
<S> <C> <C> <C>
H. T. Ardinger 74 1999 Chairman of the Board
Joseph Autem 42 1999 Director
David A. Dean 52 1999 Director
George C. Platt 59 1999 Director, President and Chief Executive
Officer
</TABLE>
H.T. ARDINGER has served as a Director and Chairman of the Board since April
1999. Mr. Ardinger co-founded H.T. Ardinger & Son Co., a specialty import
wholesaler, where he has served as Chairman of the Board and Chief Executive
Officer since 1964. Mr. Ardinger served as a Director and Executive Committee
Member of Home Interiors & Gifts, Dallas, Texas, from 1958 through 1998 and was
a founding Limited Partner of the Dallas Maverick's National Basketball
Association Franchise in 1980. Mr. Ardinger received a B.B.A. degree in Business
Administration from Southern Methodist University.
JOSEPH AUTEM has served as a Director since January 1999 and currently
serves as a Director of coreIntellect.com and Newbridge Information Services. He
was previously a Director of Broadcast.com, Inc. beginning in September 1996
through August 1999. Mr. Autem has served in various consulting capacities to
the Company from July 1998 to the present. He is currently a general partner of
Autem, L.L.C., an investment company formed in May 1999, and a general partner
of Texas Technology Partners, L.P., formed in May 2000. Mr. Autem served as the
Chief Financial Officer of Luminant from January 1999 until July 1999. Mr. Autem
previously served as Senior Vice President and Chief Financial Officer of CS
Wireless, Inc., a privately held company that provides wireless video and high
speed internet access, from June to July 1998. He also served as a partner of
Vision Technology Partners, a private investment company, from March 1997 to
June 1998. From July 1996 to December 1996, Mr. Autem served as Chief Financial
Officer of Broadcast.com, Inc. From 1992 to 1996, Mr. Autem served as Vice
President of Finance, Secretary, Treasurer and Chief Financial Officer of
OpenConnect Systems, Inc., a software company. Mr. Autem holds a B.S. in
Accounting from Pittsburg State University.
DAVID A. DEAN has been a Director since December 1999. He is Chairman and
Chief Executive Officer of Dean International, Inc., an international public
policy consulting agency founded in 1994 and of its subsidiary, Innovative
Transportation Strategies. Mr. Dean has been the principal shareholder since
1994 of David A. Dean & Associates, P.C., a public policy administrative
regulatory law firm. From 1983 to
2
<PAGE> 6
1994, Mr. Dean was a shareholder of a Dallas-based law firm, Winstead, Sechrist
& Minick, P.C., and served as a member of the firm's Board of Directors, head of
the Public Law Section, Chairman of the Business Development Committee, a member
of the firm's Advisory Board and Chairman of the firm's PAC Committee. He was
also President of Transportation Strategies, Inc., a subsidiary of the firm's
consulting group. During 1972 to 1993, Mr. Dean served the State of Texas in
several roles. He was General Counsel to both republican Governor William P.
Clements, Jr. and his predecessor, democratic Governor Dolph Briscoe, and served
as Texas Secretary of State under Governor Clements. Mr. Dean was active in the
gubernatorial campaigns for Governor Briscoe and Governor Clements. Mr. Dean
received his B.B.A. degree from Southern Methodist University and his Juris
Doctor degree from University of Texas at Austin.
GEORGE C. PLATT has served as President and Chief Executive Officer since
September 1999. From 1991 through 1999, Mr. Platt was employed by Intecom, Inc.,
a Dallas-based provider of multimedia telecommunications products and services.
He initially was the CEO of Intecom, Inc., and later also became the President.
Prior to his employment with Intecom, Inc., Mr. Platt was an executive with SRX,
an entrepreneurial startup company. Before that, he was a Group Vice President
at Rolm Corporation through its acquisition by IBM, and prior to that, he was
employed by Xerox for fifteen years, where he attained the position of General
Manager. Mr. Platt holds a M.B.A. from the University of Chicago and a B.S.
degree from Northwestern University.
EXECUTIVE OFFICERS
The following table contains information as of May 31, 2000 as to the
executive officers of ViewCast.
<TABLE>
<CAPTION>
NAME AGE OFFICE HELD WITH COMPANY
---- --- ------------------------
<S> <C> <C>
George C. Platt 59 Chief Executive Officer and President
Laurie L. Latham 43 Chief Financial Officer and Senior Vice President of
Finance and Administration
Harry E. Bruner 53 Senior Vice President of Sales and Marketing
David T. Stoner 43 Vice President of Operations
Neal S. Page 41 Vice President of Osprey Products
</TABLE>
MR. PLATT'S information can be found with the above information concerning
nominees for director.
MS. LATHAM has served as Chief Financial Officer and Senior Vice President
of Finance and Administration of ViewCast since December 1999. From 1997 until
she joined ViewCast, Ms. Latham served as Senior Vice President and Chief
Financial Officer of Perivox Corporation, an interactive communications and
direct marketing company. From 1994 through 1997, she was the Vice President of
Finance and Administration at Axis Media Corporation. Prior to joining Axis
Media Corporation, Ms. Latham was a practicing Certified Public Accountant for
several accounting firms, including KPMG Peat Marwick, and was a Vice President
of Finance and Administration for Medialink International Corporation. Ms.
Latham received her B.B.A. from the University of Texas with an emphasis in
Accounting and is a Certified Public Accountant.
MR. BRUNER began serving as Senior Vice President of Sales and Marketing in
February 2000. From 1997 until he joined ViewCast, he was the Vice President of
Worldwide Sales for Intecom, Inc., a Dallas-based provider of multimedia
telecommunications products and services. From 1994 through 1997, he was the
President of the Call Center Division of Executone Information Systems, Inc.
From 1991 through 1993, Mr. Bruner was the Vice President of Sales for Digital
Sound Corporation. From 1989 through 1991, he was Vice President of Sales for
North America for Aspect Telecommunications. From 1987 through 1989, he was
Director of Sales for Octel Communications. Prior to 1987, Mr. Bruner served in
a variety of management positions with Rolm Corporation, including after it was
acquired by IBM in 1985. Mr. Bruner earned his B.A. from Loyola College in
Baltimore, Maryland.
3
<PAGE> 7
MR. STONER joined ViewCast 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.
MR. PAGE has been Vice President of Osprey Products for ViewCast since
January 1995. From October 1994 to December 1994, Mr. Page served as Director of
Product Development of ViewCast. From April 1988 to September 1994, Mr. Page was
employed by Sun Microsystems, Inc., where he held management positions directing
development and strategic relationships for multimedia technology products. Mr.
Page developed advanced graphics and imaging products at General Electric from
1984 to 1988 and at Data General from 1983 to 1984. Mr. Page holds B.S. and M.S.
degrees in Electrical and Computer Engineering from North Carolina State
University.
There are no family relationships among the directors, executive officers,
or other significant employees of ViewCast.
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 May 1995, ViewCast 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 ViewCast. A total of 250,000
shares of Common Stock have been authorized for issuance under the Director
Plan. As of March 31, 2000, options to purchase an aggregate of 65,000 shares at
exercise prices ranging from $3.125 to $9.000 per share had been granted and are
outstanding under the Director Plan and options to purchase an aggregate of
48,016 shares have been previously granted and exercised.
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 option 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 option 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 ViewCast with or into another corporation or a
consolidation, acquisition of assets or other change in control transaction
involving ViewCast, 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.
In April 1999, Mr. Ardinger was granted an option to purchase 15,000 shares
of Common Stock under the 1995 Director Plan, at an exercise price of $9.00 per
share. The option vests over a four-year period.
In July 1999, Mr. Autem was granted an option to purchase 10,000 shares of
Common Stock under the 1995 Director Plan, at an exercise price of $7.1405 per
share. The option vests over a four-year period. In January 1999, Mr. Autem was
granted an option to purchase 15,000 shares of Common Stock under the 1995
Director Plan, at an exercise price of $3.125 per share. The option vests over a
four-year period. In
4
<PAGE> 8
January 1999, Mr. Autem was granted an option to purchase 40,000 shares of
Common Stock under the 1995 Option Plan, at an exercise price of $3.625 per
share. The option vests over a four-year period.
In November 1999, Mr. Dean was granted an option to purchase 15,000 shares
of Common Stock under the 1995 Director Plan, at an exercise price of $4.5315
per share. The option vests over a four-year period.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held a total of six meetings during ViewCast's fiscal
year ended December 31, 1999. 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.
The Audit Committee, which met one time in 1999, recommends annually to the
Board of Directors the appointment of the independent public accountants of
ViewCast, discusses and reviews the scope and the fees of the prospective annual
audit, reviews the results of the annual audit with ViewCast's independent
public accountants, reviews compliance with existing major accounting and
financial policies of ViewCast, reviews the adequacy of the financial
organization of ViewCast'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. Messrs. Ardinger, Autem
and Dean are members of the Audit Committee.
The Compensation Committee, which met one time in 1999, reviews and approves
salaries and bonuses for all officers, administers ViewCast's existing stock
option plan, and carries out the responsibilities required by the rules of the
U.S. Securities and Exchange Commission. Messrs. Ardinger, Dean, and Autem are
members of the Compensation Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS
NAMED ON THE ENCLOSED PROXY.
PROPOSAL NO. 2
AMENDMENT OF THE 1995 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors of ViewCast has proposed that ViewCast's 1995
Employee Stock Purchase Plan (the "ESPP") be amended to increase the number of
shares of Common Stock available under the plan from 250,000 to 500,000. The
ESPP is intended to encourage stock ownership by employees of ViewCast, its
divisions and subsidiary corporations, so that they may acquire or increase
their proprietary interest in ViewCast, and to encourage such employees to
remain in the employ of ViewCast and to put forth maximum efforts for the
success of the business. The 1995 Employee Stock Purchase Plan provides
employees of ViewCast with an opportunity to purchase common stock through
accumulated payroll deductions. Under the ESPP, 250,000 shares of Common Stock
have been reserved for issuance, subject to certain antidilution adjustments.
The ESPP is intended to qualify as an employee stock purchase plan within the
meaning of Section 423 of the Internal Revenue Code.
Each offering is for a period of six months ending April 30 and October 31.
The ESPP terminates in April 2005. Eligible employees may participate in the
ESPP by authorizing payroll deductions during an offering period within a
percentage range determined by the Board of Directors. Initially, the amount of
authorized payroll deductions is not more than ten percent of an employee's cash
compensation during an offering period, and not more than $25,000 per year.
Amounts withheld from payroll are applied at the end of each offering period to
purchase shares of Common Stock. Participants may withdraw their contributions
at any time before stock is purchased, and in the event of withdrawal such
contributions will be returned to participants. The purchase price of the Common
Stock is equal to eighty-five percent (85%) of the lower of (i) the market price
of Common Stock immediately before the beginning of the applicable offering
period or (ii) the market price of Common Stock at the end of each offering
period. ViewCast pays all expenses incurred in connection with the
implementation and administration of the ESPP.
5
<PAGE> 9
Generally, the employee does not recognize taxable income, and ViewCast is
not entitled to an income tax deduction, on the grant or exercise of an option
under the ESPP. If the employee sells the shares acquired upon exercise of his
or her option at least one year after the date he or she exercised the option
and at least two years after the date the option was granted to him or her, then
the discount between the fair market value of the shares on the date of grant
and the exercise price will be recognized as ordinary income and the
appreciation over the fair market value as of the date of grant will be treated
as a capital gain. ViewCast will be entitled to an income tax deduction
corresponding to the amount of ordinary income recognized by the employee. If
the employee sells the shares acquired upon the exercise of his or her option at
any time within one year after the date of exercise of the option, or two years
after the date the option was granted, then the employee will recognize ordinary
income in an amount equal to the excess, if any, of the fair market value on the
date of exercise, over the exercise price of the option. ViewCast may generally
be entitled to a deduction in an amount equal to the amount of ordinary income
recognized by the employee.
The Board of Directors may amend the ESPP at any time but may not, without
stockholder approval, adopt any amendment which would materially increase the
benefits accruing to participants or materially modify the eligibility
requirements. ViewCast also may not, without stockholder approval, adopt any
amendment which would increase the maximum number of shares which may be issued
under the ESPP unless the increase results from a stock dividend, stock split or
other change in the capital stock of ViewCast.
ViewCast believes that the increase in the number of shares available under
the 1995 Employee Stock Purchase Plan is necessary in order to allow ViewCast to
be competitive in hiring and retaining qualified operational, financial,
technical, marketing, sales and other personnel. Also the investment in ViewCast
by its employees under the ESPP provides additional incentive to the employees
to increase company performance and support shareholder value.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE 1995
EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL NO. 3
AMENDMENT OF THE 1995 EMPLOYEE STOCK OPTION PLAN
The Board of Directors of ViewCast has proposed that ViewCast's 1995
Employee Stock Option Plan (the "1995 Option Plan") be amended to increase the
number of shares available under the plan from 4,900,000 to 5,900,000. The 1995
Option Plan is intended to encourage stock ownership by employees of ViewCast so
that they may acquire or increase their proprietary interest in ViewCast, and to
encourage such employees and directors to remain in the employ of ViewCast and
to put forth maximum efforts for the success of the business. The 1995 Option
Plan provides for the grant to employees of ViewCast of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and for the grant to employees and consultants of ViewCast
of nonstatutory stock options and stock purchase rights.
As of May 31, 2000, options to purchase an aggregate of 2,849,064 shares of
Common Stock at exercise prices ranging from $1.7656 to $8.75 were outstanding,
all representing at least the fair market value of the stock at the time of
grant. The 1995 Option Plan may be administered by the Board or a committee
approved by the Board in a manner that complies with Rule 16b-3 promulgated
under the Securities Act. Currently, the 1995 Option Plan is administered by the
Board of Directors, which determines the terms of options and rights granted,
exercise price, number of shares subject to the option or right and the
exercisability thereof. Options and rights granted under the 1995 Option Plan
are not transferable other than by will or the laws of descent or distribution,
and each option or right is exercisable during the lifetime of the recipient
only by such person. Options that are outstanding under the 1995 Option Plan
will remain outstanding until they are exercised or they expire in accordance
with the terms of each option. The exercise price of all incentive stock options
granted under the 1995 Option Plan must be at least equal to the fair market
value of the shares of Common Stock on the date of grant. With respect to
6
<PAGE> 10
any participant who owns stock possessing more than 10% of the voting power of
all classes of stock of ViewCast, the exercise price of any incentive stock
option granted must equal at least 110% of the fair market value on the grant
date and the maximum term of the option must not exceed five years. The term of
all other options granted under the 1995 Option Plan may not exceed ten years.
In the event of certain changes in control of ViewCast, the 1995 Option Plan
permits each outstanding option and right to become exercisable in full or
assumed or an equivalent option to be substituted by the successor corporation.
The grant of an option under the 1995 Option Plan will not have any
immediate effect on the federal income tax liability of ViewCast or the
optionee. If a nonqualified stock option ("NQSO") is granted, then the optionee
will recognize ordinary income at the time he or she exercises the NQSO equal to
the difference between the fair market value of the Common Stock and the
exercise price paid by the optionee, and ViewCast will receive a deduction for
the same amount.
If an optionee is granted an incentive stock option ("ISO"), then the
optionee generally will not recognize any taxable income at the time he or she
exercises the ISO but will recognize income only at the time he or she sells the
Common Stock acquired by exercise of the ISO. The optionee will recognize income
equal to the difference between the exercise price paid by the optionee and the
amount received for sale of the Common Stock, and such income generally will be
eligible for capital gain treatment. ViewCast generally is not entitled to an
income tax deduction for the grant of an ISO or as a result of either the
optionee's exercise of an ISO or the optionee's sale of the Common Stock
acquired through exercise of an ISO. However, if the optionee sells the Common
Stock within two years of the date of the grant to him or her of the ISO or
within one year of the date of the transfer to him or her of the Common Stock
following exercise of the ISO, the option is treated for federal income tax
purposes as if it were a NQSO: the income recognized by the optionee will not be
eligible for capital gain treatment and ViewCast may be entitled to a federal
income tax deduction equal to the amount of income recognized by the optionee.
The Board of Directors may amend the 1995 Option Plan at any time but may
not, without stockholder approval, adopt any amendment which would materially
increase the benefits accruing to participants or materially modify the
eligibility requirements. ViewCast also may not, without stockholder approval,
adopt any amendment which would increase the maximum number of shares which may
be issued under the 1995 Option Plan unless the increase results from a stock
dividend, stock split or other change in the capital stock of ViewCast.
ViewCast believes that the increase in the number of shares available under
the 1995 Option Plan is necessary in order to allow ViewCast to be competitive
in hiring and retaining qualified operational, financial, technical, marketing,
sales and other personnel.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE 1995
EMPLOYEE STOCK OPTION PLAN.
PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors has appointed the firm of Ernst & Young LLP as
ViewCast's independent accountants for 2000. 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 RATIFICATION OF ERNST & YOUNG
LLP AS INDEPENDENT ACCOUNTANTS FOR YEAR 2000.
7
<PAGE> 11
BENEFICIAL OWNERSHIP OF COMMON STOCK
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 30, 2000, based on
information obtained from public records and our books and records regarding the
persons named below, with respect to the beneficial ownership of shares of our
Common Stock by (i) each person or a group known by us to be the owner of more
than five percent (5%) of the outstanding shares of our Common Stock, (ii) each
director, (iii) each executive officer and (iv) all officers and directors as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE OF
NAME AND ADDRESS OF OUTSTANDING SHARES
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OWNED(1)(2)
------------------- -------------------- ------------------
<S> <C> <C>
H.T. ARDINGER, JR..................... 2,870,923(3) 15.2
9040 Governors Row
Dallas, TX 75247
M. DOUGLAS ADKINS..................... 1,229,769(4) 6.5
1601 Elm Street
Dallas, TX 75021
ROBERT MOODY, JR...................... 972,251(5) 5.1
601 Moody National Bank Bldg.
Galveston, TX 77550
GEORGE C. PLATT....................... 2,500 *
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
LAURIE L. LATHAM...................... -- *
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
HARRY E. BRUNER....................... -- *
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
NEAL S. PAGE.......................... 151,112(6) *
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
DAVID T. STONER....................... 80,958(7) *
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
JOSEPH AUTEM.......................... 19,478(8) *
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
DAVID DEAN............................ -- *
8080 Park Lane, Suite 600
Dallas, TX 75231
All executive officers and............ 4,071,426(3),(6),(7),(8) 16.6
directors as a group
(eight (8) persons)
</TABLE>
----------
* Less than one percent (1%)
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from April 30, 2000 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 30, 2000 have been exercised. Unless
otherwise indicated, to our knowledge all persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
8
<PAGE> 12
(2) Based on a total of 15,540,630 shares issued and outstanding as of April
30, 2000 plus, for each person listed, any Common Stock that person has the
right to acquire as of June 30, 2000 pursuant to options, warrants,
conversion privileges, etc.
(3) Includes (i) 134,334 shares owned by Mr. Ardinger's wife, (ii) 22,000
shares of Common Stock reserved for issuance upon the exercise of
outstanding warrants at $4.50 per share, (iii) 773,280 shares of Common
Stock reserved for issuance upon the exercise of outstanding warrants at
$4.19 per share and (iv) 1,103,448 shares of Common Stock reserved for
issuance upon the conversion of $4,000,000 of Series B Convertible
Preferred Stock to Common Stock at $3.625 per share and (v) 4,374 shares
issuable at $9.00 per share issued under the 1995 Directors Option Plan.
(4) Includes (i) 10,000 shares of Common Stock reserved for issuance upon the
exercise of outstanding warrants at $4.50 per share, (ii) 243,439 shares of
Common Stock reserved for issuance upon the exercise of outstanding
warrants at $4.19 per share and (iii) 551,724 shares of Common Stock
reserved for issuance upon the conversion of $2,000,000 of Series B
Convertible Preferred Stock to Common Stock at $3.625 per share.
(5) Includes 250,000 shares beneficially owned by Moody Insurance Group,
Inc., of which Mr. Moody is Chairman, President and the sole stockholder.
(6) Includes (i) 80,000 shares issuable at $3.00 per share upon the exercise of
options issued under the 1994 Option Plan and (ii) 43,666 shares issuable
at $3.00 per share upon the exercise of options issued under the 1995
Option Plan, (iii) 13,000 shares issuable at $4.625 per share upon the
exercise of options issued under the 1995 Option Plan and (iv) 12,250
shares issuable at $2.0625 upon exercise of options issued under the 1995
Option Plan.
(7) Includes (i) 76,667 shares of issuable at $4.00 per share upon exercise of
options granted under the 1995 Option Plan and (ii) 1,750 shares issuable
at $2.0625 upon exercise of options issued under the 1995 Option Plan.
(8) Includes (i) 5,312 shares issuable at $3.1250 per share upon the exercise
of options issued under the 1995 Directors Option Plan and (ii) 14,166
shares issuable at $3.6250 per share upon the exercise of options issued
under the 1995 Option Plan.
9
<PAGE> 13
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation paid by
ViewCast to the Chief Executive Officer and to all other executive officers of
ViewCast whose total salary and bonus exceeded $100,000 for the year ended
December 31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL ANNUAL COMPENSATION
COMPENSATION COMPENSATION OPTIONS
PRINCIPAL POSITION FISCAL YEAR SALARY BONUS (IN SHARES)
------------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
George C. Platt 1999 $ 70,000(1) $ -- 400,000
Chief Executive Officer
And President
William D. Jobe 1999 147,000(2) -- --
Chief Executive Officer
And President
Glenn A. Norem(3) 1999 87,500 127,781 --
Chief Executive Officer 1998 182,292 -- 50,000
1997 161,042 -- 160,000
Neal S. Page 1999 119,994 -- 15,000
Vice President of 1998 114,990 25,783 35,000
Osprey Products 1997 112,490 10,000 20,000
David T. Stoner 1999 120,000 20,146 15,000
Vice President of 1998 120,000 -- 5,000
Operations 1997 120,000 -- --
</TABLE>
----------
(1) Mr. Platt assumed his duties with ViewCast in September 1999.
(2) Represents Mr. Jobe's consulting fees. He assumed his duties as acting
Chief Executive Officer and President with ViewCast in February 1999 under
a consulting arrangement and continued until July 12, 1999.
(3) Mr. Norem resigned from his employment with ViewCast in January 1999 and
continued after that date as a Director with the Company.
10
<PAGE> 14
The following table provides information concerning options granted to the
named executive officers of ViewCast in 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF ANNUAL RATES
TOTAL OPTIONS OF STOCK PRICE
GRANTED TO EXERCISE APPRECIATION
OPTIONS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------- ----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
George C. Platt(1)........ 400,000 44.0 7.0940 9/17/09 $1,784,551 $4,522,404
William D. Jobe........... -- -- -- --
Glenn A. Norem............ -- -- -- --
Neal S. Page(2)........... 15,000 1.6 5.5005 12/21/09 51,889 131,496
David T. Stoner(2)........ 15,000 1.6 5.5005 12/21/09 51,889 131,496
</TABLE>
----------
(1) Mr. Platt's options consist of five separate option grants that become
exercisable or vest as follows provided Mr. Platt is employed by ViewCast
as of the applicable vesting date:
(i) an option for 50,000 shares that vests as of September 17, 2000;
(ii) an option for 50,000 shares that vests in equal installments of
4,166 shares per month beginning in October, 2000;
(iii) an option for 50,000 shares that vests immediately on the date
following three consecutive calendar quarters of profitability as
defined under generally accepted accounting principles;
(iv) an option for 50,000 shares, of which 16,666 shares of such option
vest when the average closing price of Common Stock, for a twenty
out of thirty consecutive trading day period, has doubled in price
from the exercise price of the option, and of which 33,334 shares of
such option vest in equal installments of 1,388 share per month
thereafter;
(v) an option for 50,000 shares, of which 16,666 shares of such option
vest when the average closing price of Common Stock, for a twenty
out of thirty consecutive trading day period, has tripled in price
from the exercise price of the option, and of which 33,334 shares of
such option vest in equal installment of 1,388 shares per month
thereafter.
In addition, all of the 400,000 options granted to Mr. Platt immediately
vest upon a change of control in ViewCast.
(2) All other options granted during 1999 to the named executives vest over
sixty months, of which 1/5th vests after twelve months and the remainder
vests in equal installments over the remaining forty-eight months.
YEAR-END OPTION VALUES
The following table sets forth certain information as of December 31, 1999
concerning the value of unexercised options held by the officers named in the
Summary Compensation Table above.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
-------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
George C. Platt........... -- 400,000 $ -- $ --
William D. Jobe........... -- -- -- --
Glenn A. Norem............ 227,766 10,000 192,776 --
Neal S. Page.............. 138,416 61,584 171,487 72,773
David T. Stoner........... 67,917 52,803 21,541 17,704
</TABLE>
----------
(1) Represents the difference between the exercise price of the outstanding
options and the fair market value of the Common Stock on December 31, 1999
of $4.2815 per share.
11
<PAGE> 15
EMPLOYMENT AGREEMENTS
ViewCast has entered into an employment agreement with Mr. Platt. His
employment agreement is in effect through March 2001, with automatic one-year
renewals unless ViewCast or Mr. Platt elects in advance not to renew the
agreement. The employment agreement provides (i) for annual base compensation of
$240,000; (ii) that he is eligible to receive bonuses if the Board of Directors
so elects; (iii) for stock options to purchase 400,000 shares of Common Stock
pursuant to the 1995 Stock Option Plan; and (iv) for an eighteen (18) month
non-compete period if Mr. Platt is terminated by ViewCast.
Under the employment agreement, Mr. Platt will be entitled to the
continuation of his salary for the greater of six months or the remaining term
of his employment agreement if his employment is terminated by ViewCast without
cause. These same severance benefits are payable in the event Mr. Platt resigns
because of a significant change in the nature and scope of his authority,
powers, functions, benefits or duties. In the event Mr. Platt's employment is
terminated by ViewCast following a change in control, he will be entitled to the
continuation of his salary for six months.
ViewCast entered into a five-year employment agreement with Glenn A. Norem,
effective February 7, 1994, which provided for his employment as Chief Executive
Officer. This agreement was terminated effective February 6, 1999, upon his
resignation from ViewCast. A separation agreement, dated January 15, 1999,
provided for a continuation of Mr. Norem's annual base compensation of $175,000
through June 30, 1999, the payment to Mr. Norem of all notes, interest, expenses
and accrued compensation ($90,082) within seven days of the date of the
agreement, the vesting of all stock options owned by Mr. Norem and the removal
of all restrictive legends from all Company securities owned by Mr. Norem to the
extent permitted by applicable Federal and State securities laws. The agreement
also included a non-compete, non-solicitation and non-circumvention agreement
with ViewCast until June 30, 1999. Mr. Norem also agreed to stand for
re-election to ViewCast's Board of Directors. In addition, Mr. Norem agreed to
provide consulting services to ViewCast through October 15, 1999 which was
subsequently extended through June 30, 2000.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Compensation
Report and the Performance Graph shall not be incorporated by reference into any
such filings.
COMPENSATION COMMITTEE REPORT
The following is a report of the Compensation Committee of the Board of
Directors (the "Compensation Committee") describing the compensation policies
applicable to the Company's executive officers during the year ended December
31, 1999. The Compensation Committee recommends to the Board of Directors the
salaries, incentives and other forms of compensation for directors, officers and
other employees of the Company, administers the Company's various incentive
compensation and benefit plans (including stock plans) and recommends policies
relating to such incentive compensation and benefit plans. Executive officers
who are also directors have not participated in deliberations or decisions
involving their own compensation.
The Company's executive officer compensation policies are formulated to
attract, motivate and retain senior management by providing competitive,
performance-based compensation that aligns the financial interests of the
executive with those of the Company's shareholders and is commensurate with the
Company's financial resources. The compensation practices of other comparable
technology companies within and outside the local region are considered in
establishing the overall components and level of the compensation package,
however it has not been policy to set compensation levels based on a
predetermined institutional peer group. Executive officer compensation consists
of a combination of cash compensation, consisting of a base salary and
discretionary bonus payments, stock-based incentives in the form of options to
purchase the Company's Common Stock and participation in the Company's fringe
benefits. The Company currently does not contribute to any retirement plan on
behalf of its employees or executive officers.
12
<PAGE> 16
The base salaries for 1999 of all executive officers, including the CEO,
were set at levels determined, in the subjective judgment of the Compensation
Committee, to be commensurate with the customary duties and responsibilities of
each executive officer and to correspond approximately with similar job
responsibilities at comparable companies. Discretionary bonus payments were
utilized to maintain competitive compensation levels and to reflect performance.
Fringe benefit programs are designed to provide for the health and long-term
financial needs of the executives and their families and include life,
disability and group health insurance. The Company's Employee Stock Purchase
Plan provides an additional incentive for executives and employees to purchase
shares of Common Stock in the Company at a discount to market by investing
through an aftertax payroll withholding plan
The Company's 1995 Employee Stock Option Plan provides stock options to
officers and employees to purchase shares of the Company's Common Stock at an
exercise price equal to the fair market value of such stock on the date of
grant. Generally the Company's stock options vest over a period of five years or
based on a defined set of performance objectives. Stock options are granted to
the Company's employees and executive officers both as a reward for past
individual and corporate performance and as an incentive for future performance.
The Compensation Committee believes stock-based performance compensation
packages are crucial in bringing the interests of management and the
stockholders into alignment in increasing the value of the Company's equity.
Submitted by the Compensation
Committee of ViewCast.com, Inc.
H. T. Ardinger
Joseph Autem
David A. Dean
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee during 1999 was composed of Messrs. Ardinger,
Autem and Dean. None of the members of the Compensation Committee were officers
or employees of ViewCast or its subsidiaries during 1999 or prior years.
None of the executive officers of ViewCast served as a member of the board
of directors or as a member of the compensation committee or similar board
committee of another entity during 1999, which entity had an executive officer
serving on the Board of ViewCast or its Compensation Committee. Consequently,
there are no interlocking relationships that might affect the determination of
the compensation of executive officers of ViewCast.
Mr. Ardinger has entered into certain business transactions with ViewCast
which are described under the caption "Certain Transactions."
13
<PAGE> 17
PERFORMANCE GRAPH
The following graph reflects the cumulative total stockholder return for the
Company's Common Stock, from February 4, 1997 (the date on which the Company's
stock was first registered under Section 12 of the Securities Exchange Act of
1934) to December 31, 1999, compared to the cumulative return over such period
of (i) the U.S. Index for the Nasdaq National Market and (ii) the MG Industry
Group Index #842 - Telecommunications Processing Systems and Services, which is
a peer group index for publicly traded institutions on Nasdaq. The graph assumes
that $100 was invested on February 4, 1997 in the Common Stock of the Company
and in each of the comparative indices. The Company has never paid dividends.
The stock price performance on the following graph is not necessarily indicative
of future stock price performance or trends.
COMPARE CUMULATIVE TOTAL RETURN
AMONG VIEWCAST.COM, INC.,
NASDAQ MARKET INDEX AND MG GROUP INDEX
<TABLE>
<CAPTION>
2/04/97 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C>
VIEWCAST.COM, INC. 100.00 82.05 56.41 91.99
MG GROUP INDEX 100.00 129.42 231.24 438.00
NASDAQ MARKET INDEX 100.00 114.34 161.27 284.43
</TABLE>
ASSUMES $100 INVESTED ON FEB. 4, 1997
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1999
CERTAIN TRANSACTIONS
During 1998 and 1999, the Company paid consulting fees of $48,000 and
$147,000, respectively to William D. Jobe, its Chairman and acting Chief
Executive Officer of the Company.
During 1998 and 1999, the Company repaid to Glenn A. Norem, director and
former Chief Executive Officer of the Company, $311,243 principal balance of 15%
secured and demand notes together with interest totaling $34,160.
In October 1998, the Company entered into a working capital line of credit
facility for up to $9 million with an entity controlled by one of its principal
shareholders, H.T. Ardinger, Jr. Mr. Ardinger has also served as Chairman of the
Board of the Company since April of 1999. This one year, renewable facility,
which contains terms more favorable than the Company's prior facility, bears
interest at 12% per annum and is secured by all assets of the Company. The
availability of funds under this facility is subject to certain borrowing base
limitations based principally on qualifying accounts receivable and inventory. A
portion of the proceeds from this facility was used to retire the Texas
commercial bank line of credit. As an incentive to advance the line of credit,
Mr. Ardinger was issued 200,000 three-year warrants to purchase Company stock at
$4.50 per share. The value of the warrants of $1.33 per share, as determined
using the Black-Sholes option valuation model, is being charged to interest
expense over the term of the note. During 1999, the Company paid interest of
$389,943 and repaid principal of $1,278,686 on the credit facility.
In December 1998 through February 1999, the Company received $9.45 million
in gross proceeds from the sale of 945,000 shares of a newly created Series B
convertible preferred stock at $10 per share. H.T. Ardinger, Jr. and entities
controlled by M. Douglas Adkins, both principal shareholders of the Company,
14
<PAGE> 18
purchased $4,000,000 each of the Series B preferred stock. The Series B
preferred stock is convertible into common stock of the Company at a fixed price
of $3.625 per share, subject to certain requirements, and carries a dividend of
8% per year payable in cash or common stock of the Company, at the Company's
option.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, an amended, requires
ViewCast's officers, directors and persons who beneficially own more than 10% of
a registered class of ViewCast'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 ViewCast with copies of the Section 16(a) forms that they file.
To ViewCast's knowledge, based solely on review of the copies of such
reports furnished to ViewCast, and written representations that no other reports
were required during the year ended December 31, 1999, all Section 16(a) filing
requirements applicable to ViewCast's officers, directors and greater than 10%
beneficial owners were complied with, with the exception of Glenn A. Norem,
Director of ViewCast, who failed to timely file a Form 5. Mr. Norem is now
current in his Section 16(a) filings.
SHAREHOLDER PROPOSALS
Proposals of Shareholders of ViewCast that are intended to be presented at
ViewCast's 2000 Annual Meeting of Shareholders must be received by ViewCast no
later than March 2, 2000 in order that they may be included in the proxy
statement and form of proxy relating to that meeting.
ANNUAL REPORT
A copy of ViewCast's Annual Report on Form 10-KSB for the year ended
December 31, 1999, 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-KSB is not incorporated by reference in this Proxy Statement
and is not considered to be part of the proxy material.
OTHER MATTERS
The Board of Directors knows of no other business matters 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
Frederick B. Cowen
Secretary
Date: June 30, 2000
15
<PAGE> 19
VIEWCAST.COM, INC.
2665 VILLA CREEK DRIVE, SUITE 200
DALLAS, TX 75234
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints H.T. Ardinger, Jr. and George C. Platt,
and each of them, agents with full power of substitution, to vote as proxy all
the shares of Common Stock of ViewCast.com, Inc. held of record by the
undersigned on June 16, 2000, at the Annual Meeting of Stockholders of
ViewCast.com, Inc. to be held on August 4, 2000, and at any adjournment or
postponement thereof, in the manner indicated on the reverse hereof and in
their discretion on such other matter\s as may properly come before said meeting
or any adjournments thereof.
The Proxy will be voted as directed, or if no direction is indicated,
will be voted FORall nominees listed below for election as directors,
FORProposal 2, FORProposal 3 and FORProposal 4. The Board of Directors
recommends a vote FORProposals 1, 2, 3 and 4.
1. ELECTION OF DIRECTORS:
Nominees: H.T. Ardinger, Jr., Joseph Autem, George C. Platt and David A.
Dean
[ ] VOTE FOR all nominees above, except as to the following nominees
(if any):
----------------------------------------------------------
[ ] VOTE WITHHELD from all nominees
2. Approval of an amendment to the 1995 Employee Stock Purchase Plan.
[ ] FOR [ ] Against [ ] Abstain
(continued on back)
********************************************************************************
(continued from front)
3. Approval of an amendment to the 1995 Employee Stock Option Plan.
[ ] FOR [ ] Against [ ] Abstain
4. Ratification of the appointment of Ernst & Young, LLP as independent
auditors.
[ ] FOR [ ] Against [ ] Abstain
Dated 2000
------------------------------,
-------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
When signing as Executor, Administrator,
Trustee or the like, please give full
title.
