<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section240.14a-11(c) or
Section240.14a-12
LORONIX INFORMATION SYSTEMS, 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:
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(4) Date Filed:
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<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 1999
------------------------
TO THE STOCKHOLDERS OF LORONIX INFORMATION SYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of LORONIX INFORMATION SYSTEMS, INC., a Nevada corporation (the
"Company"), will be held at 9:00 a.m., local time, on May 24, 1999, at the
Strater Hotel, 699 Main Avenue, Durango, Colorado, for the following purposes:
1. To elect five (5) directors to serve for the ensuing year and until
their successors are elected.
2. To ratify the appointment of KPMG LLP as independent auditors of the
Company for the year ending December 31, 1999.
3. To transact such other business as may properly come before the Annual
Meeting or any postponements or adjournments thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only stockholders of record at the close of business on April 23, 1999 are
entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person; however, to ensure your representation at the Annual Meeting you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage prepaid envelope enclosed for that purpose. YOU MAY
REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT
ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER
ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A
PROXY.
By Order of the Board of Directors
[SIGNATURE]
Jonathan C. Lupia
CHIEF FINANCIAL OFFICER, CHIEF
OPERATING OFFICER AND SECRETARY
Durango, Colorado
April 30, 1999
YOUR VOTE IS IMPORTANT
To assure your representation at the Annual Meeting, you are requested to
complete, sign and date the enclosed proxy as promptly as possible and return it
in the enclosed envelope, which requires no postage if mailed in the United
States.
<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
----------------
PROXY STATEMENT FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of LORONIX INFORMATION SYSTEMS,
INC. (the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Monday, May 24, 1999, at 9:00 a.m., local time, or at
any adjournment or postponement thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at the Strater Hotel at 699 Main Avenue, Durango, Colorado. The
telephone number at that location is (970) 247-4431. When proxies are properly
dated, executed and returned, the shares they represent will be voted at the
Annual Meeting in accordance with the instructions of the stockholder. If no
specific instructions are given, the shares will be voted for the election of
the nominees for directors set forth herein, for the ratification of the
appointment of KPMG LLP as independent auditors as set forth herein and, at the
discretion of the proxy holders, upon such other business as may properly come
before the Annual Meeting or any adjournment or postponement thereof.
These proxy solicitation materials and the Annual Report to Stockholders for
the year ended December 31, 1998, including financial statements, were first
mailed on or about April 30, 1999, to all stockholders entitled to vote at the
Annual Meeting.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on April 23, 1999 are
entitled to notice of and to vote at the Annual Meeting. At the record date,
4,803,276 shares of the Company's Common Stock, $0.001 par value, were issued
and outstanding. No shares of the Company's Preferred Stock were outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company at or before the taking of the vote at the
Annual Meeting a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the taking of the
vote at the Annual Meeting or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be delivered to Loronix Information Systems, Inc. at 820
Airport Road, Durango, Colorado 81301, Attention: Secretary, or hand-delivered
to the Secretary of the Company at or before the taking of the vote at the
Annual Meeting.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
all matters presented at the Annual Meeting. Stockholders do not have the right
to cumulate their votes in the election of directors.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. In addition, proxies may be solicited by
directors,
<PAGE>
officers and employees of the Company in person or by telephone, telegram or
other means of communication. No additional compensation will be paid for such
services.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR", "AGAINST" or "ABSTAIN" on a matter are
treated as being present at the Annual Meeting for purposes of establishing a
quorum and are also treated as shares "represented and voting" at the Annual
Meeting (the "Votes Cast") with respect to such matter.
While there is no definitive statutory authority in Nevada as to the proper
treatment of abstentions and broker non-votes, the Company believes that
abstentions should be counted for purposes of determining both (i) the presence
or absence of a quorum for the transaction of business and (ii) the total number
of Votes Cast with respect to a proposal (other than the election of directors).
In the absence of controlling precedent to the contrary, the Company intends to
treat abstentions in this manner. Accordingly, abstentions will have the same
effect as a vote against the proposal.
Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted for
purposes of determining the number of Votes Cast with respect to the proposal on
which the broker has expressly not voted. Thus, a broker non-vote will not
affect the outcome of the voting on a proposal.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The Company currently intends to hold its 2000 Annual Meeting of
Stockholders in May 2000 and to mail proxy statements relating to such meeting
in April 2000. The date by which stockholder proposals must be received by the
Company for inclusion in the proxy statement and form of proxy for its 2000
Annual Meeting of Stockholders is December 29, 1999. Such stockholder proposals
should be submitted to Loronix Information Systems, Inc. at 820 Airport Road,
Durango, Colorado 81301, Attention: Secretary.
The proxy card for the 2000 Annual Meeting of Stockholders will grant the
proxy holders discretionary authority to vote on any matter raised at the 2000
Annual Meeting of Stockholders. If a stockholder intends to submit a proposal at
the 2000 Annual Meeting of Stockholders, which is not eligible for inclusion in
the proxy statement, and a form of proxy relating to that meeting, the
stockholder must do so no later than March 14, 2000. If such stockholder fails
to comply with the foregoing notice provision, the proxy holders will be allowed
to use their discretionary voting authority when and if the proposal is raised
at the 2000 Annual Meeting of Stockholders.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
NOMINEES
A board of five (5) directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the five (5) nominees named below, all of whom are presently directors of
the Company. In the event that any nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for a
nominee who shall be designated by the present Board of Directors to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will assure the election of as many of the nominees listed below as
possible, and, in such event, the specific nominees to be voted for will be
determined by the proxy holders. The Company is not aware of any nominee who
will be unable or will decline to serve as a director. The term of office for
each person elected as a director will continue until the next annual meeting of
the stockholders or until such director's successor has been duly elected and
qualified.
2
<PAGE>
VOTE REQUIRED
The five nominees receiving the highest number of affirmative votes of the
shares entitled to be voted shall be elected to the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES
LISTED BELOW.
The names of the nominees and certain information about them as of April 23,
1999 are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE POSITION(S) WITH THE COMPANY SINCE
- ------------------------------------------------------ --- ------------------------------------------ -----------
<S> <C> <C> <C>
Louis E. Colonna (1).................................. 65 Director 1997
George M. Duffy (1)(2)................................ 59 Director 1991
Edward Jankowski (2)(3)............................... 61 Chairman of the Board of Directors, 1987
President and Chief Executive Officer
Don W. Stevens (1)(2)(3).............................. 66 Director 1994
C. Rodney Wilger (1)(3)............................... 66 Director 1992
</TABLE>
- ------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
Louis E. Colonna has served as a Director of the Company since May 1997.
Since January 1979, Mr. Colonna has served as Chief Executive Officer and
Director of Tess-Com, Inc., a privately owned company founded by Mr. Colonna
which designs and manufactures process and control instrumentation and sampling
systems for the various process related industries. Prior to founding Tess-Com,
Inc., Mr. Colonna worked for 19 years in various management positions with
Beckman Instruments, Inc.
George M. Duffy has served as a Director of the Company since December 1991.
From January 1980 until his retirement in December 1998, Mr. Duffy served as the
Manager of Purchasing for GE Nuclear Energy, a company which provides nuclear
energy services.
Edward Jankowski has served as Chairman of the Board of Directors of the
Company and the Company's predecessor corporations since August 1987, as
President from August 1987 to June 1993 and as Chief Executive Officer from
February 1992 to June 1993. In September 1997, upon the resignation of M. Dean
Gilliam, the Company's former President and Chief Executive Officer, Mr.
Jankowski reassumed the responsibilities of President and Chief Executive
Officer, and in February 1998, the Board of Directors appointed Mr. Jankowski
President and Chief Executive Officer.
Don W. Stevens has served as a Director of the Company since April 1994.
From September 1987 until his retirement in January 1991, Mr. Stevens served as
a division manager of the Process Division of Milton Roy Corporation, a company
which provides industrial instrumentation systems to various industries.
C. Rodney Wilger has served as a Director of the Company since October 1992.
Mr. Wilger is the Chairman and Chief Executive Officer of the Wilger Company,
which owns various businesses involved in photo processing, manufacturing and
distribution of men's and women's sportswear and accessories, men's wear
retailing, and real estate investment and development.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of three meetings during
1998. Other than Mr. Colonna, no director attended fewer than 75% of the total
number of meetings of the Board of Directors or committees of the Board of
Directors held in 1998 during the period in which such directors
3
<PAGE>
were members of the Board of Directors. The Board of Directors has an Audit
Committee, a Compensation Committee and a Nominating Committee.
The Audit Committee currently consists of Messrs. Colonna, Duffy, Stevens
and Wilger and met once during 1998. This committee is primarily responsible for
approving the services performed by the Company's independent auditors and for
reviewing and evaluating the Company's accounting principles and its system of
internal accounting controls.
The Compensation Committee currently consists of Messrs. Duffy, Jankowski
and Stevens and met three times during 1998. This committee reviews the
Company's executive compensation policy and 1992 Stock Plan and makes
recommendations to the full Board of Directors for approval.
The Nominating Committee currently consists of Messrs. Jankowski, Stevens
and Wilger and met once during 1998. This committee recommends new members for
the Company's Board of Directors. The committee will consider nominees
recommended by stockholders. Stockholders that wish to recommend such nominees
should contact the Secretary of the Company.
BOARD OF DIRECTORS COMPENSATION
Directors do not receive any cash compensation for their services as members
of the Board of Directors, although they are reimbursed for their expenses in
attending out-of-town meetings. The Company's Director Option Plan (the
"Director Plan") was approved by the Board of Directors in March 1995 and by the
stockholders in May 1995. A total of 100,000 shares have been reserved for
issuance thereunder. Under the Director Option Plan as currently in effect, a
non-employee Chairman of the Board automatically receives options for 10,000
shares of the Company's Common Stock upon such individual's reelection to the
Board of Directors, and each non-employee director automatically receives
options for 5,000 shares of the Company's Common Stock upon each such
individual's reelection to the Board of Directors. On May 27, 1998, Messrs.
Colonna, Duffy, Stevens and Wilger each received options for 5,000 shares of the
Company's Common Stock, all such options having an exercise price of $2.00 per
share. If Mr. Jankowski is reelected as Chairman of the Board of Directors at
the Annual Meeting, he will not receive any options under the Director Plan
because he is an employee of the Company. Officers are appointed by and serve at
the discretion of the Board of Directors. Peter A. Jankowski, the Company's
Chief Technical Officer, is the son of Mr. Edward Jankowski, Chairman of the
Board of Directors, President and Chief Executive Officer. There are no other
family relationships between directors and executive officers of the Company.
PROPOSAL NO. 2--RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG LLP, independent auditors, to audit
the consolidated financial statements of the Company for the fiscal year ending
December 31, 1999 and recommends that stockholders vote for ratification of such
appointment. In the event of a negative vote on such ratification, the Board of
Directors will reconsider its selection.
KPMG LLP has audited the Company's financial statements since 1990. Its
representatives are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 23, 1999 (except as noted)
certain information with respect to the beneficial ownership of the Company's
Common Stock by (i) each director of the Company, (ii) each of the executive
officers named in the Summary Compensation Table below and (iii) all directors
and executive officers as a group. Except as indicated in the footnotes to this
table, the persons and entities named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where applicable.
<TABLE>
<CAPTION>
SHARES OF COMMON APPROXIMATE
STOCK BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OWNERSHIP
- ------------------------------------------------------------------------------ -------------------- -------------
<S> <C> <C>
Edward Jankowski ............................................................. 818,813(2) 17.05%
c/o Loronix Information Systems, Inc.
820 Airport Road
Durango, Colorado 81301
Peter A. Jankowski ........................................................... 377,616(2) 7.86%
c/o Loronix Information Systems, Inc.
820 Airport Road
Durango, Colorado 81301
Jonathan C. Lupia ............................................................ 98,500(2) 2.05%
c/o Loronix Information Systems, Inc.
820 Airport Road
Durango, Colorado 81301
C. Rodney Wilger.............................................................. 121,068(2) 2.92%
George M. Duffy............................................................... 112,500(2) 2.52%
Donald W. Stevens............................................................. 28,750(2) *
Louis E. Colonna.............................................................. 5,000(2) *
All directors and executive officers as a group (9 persons)................... 1,747,941(2) 36.39%
</TABLE>
- ------------------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options or warrants currently exercisable or exercisable within 60 days
of April 23, 1999 are deemed to be beneficially owned by the person holding
such option or warrant for computing the percentage ownership of such
person, but are not treated as outstanding for computing the percentage of
any other person.
(2) Includes the following numbers of shares which are exercisable within 60
days of April 23, 1999: for Edward Jankowski, 147,999; for Peter A.
Jankowski, 114,750; for Jonathan C. Lupia, 73,000; for George M. Duffy,
32,500; for Donald W. Stevens, 18,750; for Louis E. Colonna, 1,250; and for
all directors and executive officers, 533,999. Also includes for C. Rodney
Wilger (i) 32,500 shares issuable upon exercise of options that are
currently exercisable or exercisable within 60 days of April 23, 1999 and
(ii) 36,476 shares of Common Stock owned of record by Serendipity, Inc., a
company under the control of Mr. Wilger.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned in each of the last
three years by the Company's Chief Executive Officer and two other executive
officers who received compensation in excess of $100,000 (collectively the
"Named Executive Officers") in the fiscal year ended December 31, 1998:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES
----------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(1)
- -------------------------------------------- --------- ---------- ------------ ------------- ------------------
<S> <C> <C> <C> <C> <C>
Edward Jankowski ........................... 1998 $ 156,594 $ 6,900 20,000 $ 48,185
Chairman of the Board of Directors, 1997 $ 130,000 -- 140,000 $ 40,502
President and Chief Executive Officer 1996 $ 120,000 -- 60,000 $ 24,114
Peter A. Jankowski ......................... 1998 $ 106,567 $ 9,865 18,000 $ 11,543
Chief Technology Officer 1997 $ 88,192 $ 16,456(2) 39,500 $ 12,192
1996 $ 84,800 $ 32,082(3) 18,000 $ 5,465
Jonathan C. Lupia .......................... 1998 $ 106,567 $ 4,140 40,000 $ 14,814
Chief Financial Officer, Chief Operating 1997 $ 82,290 $ 12,586(2) 37,000 $ 14,300
Officer and Secretary 1996 $ 78,000 $ 26,753(3) 18,000 $ 6,495
</TABLE>
- ------------------------
(1) Includes: (a) health insurance premiums of $4,310, $4,618 and $4,864 for Mr.
E. Jankowski, $3,872, $4,618 and $4,864 for Mr. P. Jankowski and $4,310,
$4,618 and $4,864 for Mr. Lupia in 1996, 1997 and 1998, respectively; (b)
life insurance premiums of $17,233, $17,310 and $17,310 for Mr. E.
Jankowski, $504, $590 and $732 for Mr. P. Jankowski and $1,029, $1,097 and
$1,261 for Mr. Lupia in 1996, 1997 and 1998, respectively; (c) medical
reimbursements of $2,571, $1,981 and $2,677 for Mr. E. Jankowski, $1,089,
$359 and $322 for Mr. P. Jankowski and $1,156, $1,960 and $2,064 for Mr.
Lupia in 1996, 1997 and 1998, respectively; (d) automobile reimbursements of
$16,953, $6,625 and $6,625 for Messrs. E. Jankowski, P. Jankowski and Lupia,
respectively, in 1997 and 1998 and (e) aircraft usage of $1,563 for Mr. E.
Jankowski in 1997 and of $4,184, $672 and $526 for Messrs. E. Jankowski, P.
Jankowski and Lupia, respectively, in 1998.
(2) Represents bonus amounts earned in 1996 and paid in 1997.
(3) Represents bonus amounts earned in 1995 and paid in 1996.
6
<PAGE>
The table below provides the specified information concerning grants of
options to purchase the Company's Common Stock made during the fiscal year ended
December 31, 1998 to each of the Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS OPTIONS GRANTED TO EXERCISE PRICE EXPIRATION
NAME GRANTED(#) EMPLOYEES IN 1998(1) ($/SHARE) DATE
- ---------------------------------------------------- -------------------- -------------------- -------------- -----------
<S> <C> <C> <C> <C>
Edward Jankowski.................................... 20,000 8.5% $1.50 01/23/08
Peter A. Jankowski.................................. 18,000 7.7% $1.50 01/23/08
Jonathan C. Lupia................................... 20,000 8.5% $1.50 01/23/98
20,000 8.5% $1.94 09/03/98
</TABLE>
- ------------------------
(1) The Company granted options to purchase a total of 234,400 shares of Common
Stock during the fiscal year ended December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
There were no option exercises during the fiscal year ended December 31,
1998 by any of the Named Executive Officers. The following table sets forth, for
each of the Named Executive Officers, the year-end value of unexercised options
as of December 31, 1998:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)(1)
-------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Edward Jankowski.......................................... 125,499 172,500 -- $ 17,600
Peter A. Jankowski........................................ 97,625 61,375 -- $ 15,840
Jonathan C. Lupia......................................... 57,250 62,750 -- $ 26,440
</TABLE>
- ------------------------
(1) Represents the Nasdaq National Market closing price for the Company's Common
Stock of $2.38 per share on December 31, 1998 minus the exercise price of
the options multiplied by the number of shares subject to the option. All of
the options listed above were issued at exercise prices ranging from $1.50
to $4.13.
CERTAIN TRANSACTIONS
The Company has from time to time made non-interest bearing loans to certain
of its officers and directors. As of December 31, 1998, the outstanding amounts
of such loans were: Edward Jankowski (Director, President and Chief Executive
Officer), $81,786; Peter A. Jankowski (Chief Technical Officer), $25,276;
Jonathan C. Lupia (Chief Financial Officer, Chief Operating Officer and
Secretary), $7,000; and Jim Price (Vice President), $6,030. These loans have no
stated maturity date.
7
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act of 1934, as amended, and regulations of
the Securities and Exchange Commission (the "SEC") thereunder require the
Company's executive officers and directors, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
initial ownership and changes in ownership with the SEC. Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of the copies of such forms received by the
Company, or on written representations from certain reporting persons that no
other reports were required for such persons, during the period from January 1,
1998 to December 31, 1998, all of the Section 16(a) filing requirements
applicable to the Company's executive officers, directors and 10% stockholders
were complied with, except that (i) Donald Stevens, a Director of the Company,
sold 6,000 shares of the Company's Common Stock on February 24, 1998 and did not
file a Form 4 with respect to such sale of shares until a week after the
deadline for timely filing of a Form 4 and (ii) Peter A. Jankowski, an officer
of the Company, sold options to purchase 12,000 of his shares of the Company's
Common Stock on August 7, 1995, failed to file a Form 4 with respect to the sale
of these options and filed a Form 5 with respect to the sale of these options in
April 1999.
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote the shares
represented as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE]
By: Jonathan C. Lupia
CHIEF FINANCIAL OFFICER, CHIEF
OPERATING OFFICER AND SECRETARY
Dated: April 30, 1999
8
<PAGE>
PROXY
LORONIX INFORMATION SYSTEMS, INC.
820 Airport Road
Durango, Colorado 61301
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edward Jankowski and Jonathan C. Lupia as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated on the reverse, all the shares of
Common Stock of Loronix Information Systems, Inc. held of record by the
undersigned on April 23, 1999, at the Annual Meeting of Stockholders to be
held on May 24, 1999 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
LORONIX INFORMATION SYSTEMS, INC.
MAY 24, 1999
<TABLE>
<CAPTION>
/X/ Please mark your vote
as in this example.
For all nominees WITHHOLD
listed at right AUTHORITY to vote
(except as marked for all nominees
to the contrary below listed at right
<S> <C> <C>
FOR AGAINST ABSTAIN
1. ELECTION / / / / Nominees: 2. PROPOSAL TO APPROVE THE APPOINTMENT / / / / / /
OF Edward Jankowski OF KPMG LLP AS THE INDEPENDENT PUBLIC
DIRECTORS Louis E. Colonna ACCOUNTANTS OF THE CORPORATION.
George M. Duffy
C. Rodney Wilger
(INSTRUCTION: to withhold authority to Don W. Stevens 3. IN THEIR DISCRETION THE PROXIES ARE
vote for any individual nominee, write AUTHORIZED TO VOTE UPON SUCH OTHER
that nominee's name in the space BUSINESS AS MAY PROPERLY COME BEFORE
provided below.) THE MEETING.
This proxy, when properly executed will be voted in the manner
directed herein by the undersigned stockholder, if no direction
is made, this proxy will be voted FOR Proposals 1 and 2.
---------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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Signature Signature if held jointly Dated: 1999
----------------------- -------------- ----
Note: Please sign above exactly as name appears above. When shares are held by joint interests
both should sign. When signing as attorney, as executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership please sign in partnership name by authorized person.
</TABLE>
