<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WAVE TECHNOLOGIES INTERNATIONAL, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5) Total fee Paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by 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>
WAVE TECHNOLOGIES INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 4, 1996
TO THE SHAREHOLDERS OF
WAVE TECHNOLOGIES INTERNATIONAL, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Wave
Technologies International, Inc. (the "Company") will be held at the St. Louis
Club (Lewis & Clark Room, 16th Floor), located at 7701 Forsyth Boulevard, St.
Louis, Missouri on Wednesday, September 4, 1996, at 10:00 a.m., for the
following purposes:
1. To elect two directors to serve until the Annual Meeting of
Shareholders in 1999.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record on the books of the Company at the close of
business on July 22, 1996 will be entitled to notice of, and to vote at, the
meeting.
Shareholders are cordially invited to attend the meeting in person. Every
shareholder (whether you own one or more shares and whether or not you intend to
attend the meeting in person) is urged to sign, date and return promptly the
enclosed Proxy. Your compliance with this request will enable the Company to
avoid unnecessary expenses and delay. A return envelope requiring no postage if
mailed in the United States is enclosed for your convenience in replying.
By Order of the Board of Directors
Kenneth W. Kousky
Chairman of the Board,
President and Chief Executive
Officer
August 1, 1996
<PAGE>
WAVE TECHNOLOGIES INTERNATIONAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 4, 1996
This statement is furnished to shareholders of Wave Technologies
International, Inc. (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the Annual
Meeting of Shareholders. That meeting will be held at the St. Louis Club (Lewis
& Clark Room, 16th Floor), located at 7701 Forsyth Boulevard, St. Louis,
Missouri on September 4, 1996 at 10:00 a.m., central time. Shareholders of
record at the close of business on July 22, 1996, will be entitled to notice of
and to vote at such meeting and at all adjournments thereof.
Shareholders who execute proxies may revoke them at any time before they
are voted by giving written notice of such revocation to the Secretary of the
Company. When a proxy is received, properly executed, prior to the meeting, the
shares represented thereby will be voted at the meeting in accordance with the
terms of that proxy.
The complete mailing address of the Company's principal executive offices
is:
10845 Olive Boulevard
Suite 250
St. Louis, Missouri 63141
The approximate date on which this Proxy Statement and the form of Proxy
were first sent or given to the shareholders of the Company was August 1, 1996.
The annual report of the Company for the fiscal year ended April 30, 1996,
including audited financial statements, is included with this Proxy Statement.
VOTING RIGHTS
On July 22, 1996, there were outstanding and entitled to vote
3,920,993 shares of common stock. Shareholders are entitled to one vote,
exercisable in person or by proxy, for each share of common stock held on the
record date of July 22, 1996. The holders of a majority of the outstanding
shares of common stock entitled to vote at the meeting constitute a quorum.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of May 31, 1996, the number of shares of
common stock beneficially owned by each shareholder known by the Company to own
beneficially more than 5% of the outstanding common stock, each director of the
Company, each nominee for director, each executive officer named in the Summary
Compensation Table below, and by all directors and executive officers of the
Company as a group. Except as otherwise indicated, all shares are owned
directly.
<TABLE>
<CAPTION>
NAME AND ADDRESS
OF BENEFICIAL OWNER NUMBER PERCENT
------------------- ------ -------
<S> <C> <C>
Kenneth W. Kousky................................ 499,764 (1) 12.7
10845 Olive Boulevard
Suite 250
St. Louis, MO 63141
Raymond J. Kalinowski............................ 2,000 (2) *
10401 Clayton Road
St. Louis, MO 63131
Robert E. Keith.................................. 680,102 (3) 17.3
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
David W. Kemper.................................. 79,000 (4) 2.0
8000 Forsyth
St. Louis, MO 63105
Robert E. Lefton, Ph.D........................... 500 (5) *
8112 Maryland Avenue
St. Louis, MO 63105
Walter N. Torous................................. 1,000 (5) *
Anderson School of Graduate Management
University of California, Los Angeles
Los Angeles, CA 90024
Douglas A. Wilmsmeyer............................ 35,001 (6) *
10845 Olive Boulevard, Suite 250
St. Louis, MO 63141
John A. Kirkham.................................. 55,000 (7) 1.4
Thames Link House
1 Church Road, Richmond
Surrey TW92QR England
Radnor Venture Partners, L.P..................... 678,101 17.3
800 The Safeguard Building
435 Devon Park
Wayne, PA 19087
Ryback Management Corporation.................... 240,000 (8) 6.1
7711 Carondelet Avenue, Box 16900
St. Louis, MO 63105
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Wellington Management Company.................... 250,500 (9) 6.4
75 State Street
Boston, MA 02109
Wellington Trust Company, National Association... 228,000 (10) 5.8
75 State Street
Boston, MA 02109
Dr. Charles J. Kousky............................ 359,708 9.2
14 Center Woods
Saginaw, MI 48603
Laura Friedman................................... 270,061 (11) 6.9
35 North Central Avenue
Clayton, MO 63105
All directors and executive officers as a group
(12 individuals)................................. 367,567 (12) 34.6%
</TABLE>
* Less than 1%
- - ------------
(1) Includes options to purchase 1,500 shares of common stock, and 10,000
shares held in charitable foundation over which Mr. Kousky exercises voting
and dispositive control.
(2) Includes options to purchase 1,000 shares of common stock.
(3) Includes 678,101 shares owned by Radnor Venture Partners, L.P., of which
Mr. Keith is a managing director. Mr. Keith disclaims any beneficial
interest in such shares.
(4) Includes 8,000 shares held in a trust of which Mr. Kemper is a co-trustee,
70,000 shares owned by Commerce Bancshares, Inc., of which Mr. Kemper is
Chairman and Chief Executive Officer, and options to purchase 1,000 shares
of common stock.
(5) Represents option to purchase shares of common stock.
(6) Includes 7,500 shares held by family members as to which he disclaims
beneficial ownership and options to purchase 13,500 shares of common stock.
(7) Includes options to purchase 500 shares of common stock.
(8) Based on information as of December 31, 1995, furnished to the Company in a
Schedule 13G dated January 25, 1996, jointly filed with Lindner Fund, Inc.
(9) Based on information as of December 31, 1995, furnished to the Company in a
Schedule 13G dated February 9, 1996. Includes 228,000 shares as to which
reporting person holds shared voting power, and 250,500 shares as to which
reporting person holds shared dispositive power.
(10) Based on information as of December 31, 1995, furnished to the Company in a
Schedule 13G dated January 22, 1996. Consists of 228,000 shares as to
which reporting person holds shared voting and dispositive powers.
-3-
<PAGE>
(11) Based on information as of July 26, 1996, furnished to the Company in a
Schedule 13D dated July 30, 1996.
(12) Includes options to purchase an aggregate of 31,000 shares of common stock.
Prior to its initial public offering of stock in August, 1994, control of
the Company was closely held by its directors, executive officers and other
senior management. The shares of common stock are traded on the Nasdaq Stock
Market. The last sale price on July 22, 1996, as reported by Nasdaq, was $4.75.
ELECTION OF DIRECTORS
Two directors are to be elected at the meeting to hold office until the
annual meeting in 1999 and until their successors are qualified. The nominees
recommended by the Board of Directors are Raymond J. Kalinowski and Douglas A.
Wilmsmeyer. Should the nominees become unable to serve or otherwise be
unavailable for election, it is intended that persons named in the Proxy will
vote for the election of such persons as the Board of Directors may recommend in
place of such nominees. The Board of Directors knows of no reason why the
nominees might be unable to serve or otherwise be unavailable for election.
NOMINEES FOR ELECTION
Raymond J. Kalinowski has served as a director of the Company since
November 1994. He was Vice Chairman of A.G. Edwards & Sons, Incorporated for
forty years. Since 1990, he has been an independent consultant. Mr. Kalinowski
serves as trustee of a number of mutual funds affiliated with the Centennial,
Panorama and Oppenheimer Group Funds.
Douglas A. Wilmsmeyer has served as a director of the Company since 1991,
and as secretary since that date. He has been the Company's Vice President-New
Business since May of 1996. Mr. Wilmsmeyer joined the Company at the time of its
formation in 1988 and served as Vice President-Marketing from 1991 to November
1993, as Vice President-Network Services from 1988 to 1991, and as Vice
President-Publishing from November 1993 until May of 1996.
DIRECTORS SERVING UNTIL THE ANNUAL MEETING OF SHAREHOLDERS IN 1997
Kenneth W. Kousky is a founder of the Company and has served as Chairman of
the Board of Directors since 1988. In 1991, he became the Company's President
and Chief Executive Officer. Between 1988 and 1990, Mr. Kousky headed Washington
University Center for Communications and Network Management and its graduate
program in telecommunications.
David W. Kemper has served as a director of the Company since November
1994. He is chief executive officer of Commerce Bancshares, Inc. and Commerce
Bank of St. Louis. He has held this position since July 1978. Mr. Kemper serves
as a director of Seafield Capital Corporation, Tower Properties Company and
Ralcorp Holdings, Inc.
Walter N. Torous has served as a director of the Company since May 1994. He
has been a professor of finance at the Anderson Graduate School of Management of
the University of California, Los Angeles since 1985.
-4-
<PAGE>
DIRECTORS SERVING UNTIL THE ANNUAL MEETING OF SHAREHOLDERS IN 1998
Robert E. Keith, Jr. has served as a director of the Company since April
1993. He has been the President-Fund Manager for Safeguard Scientifics, Inc.
since November 1993, chief operating officer of Technology Leaders, a venture
capital fund since 1992, and managing director of Radnor Venture Partners, L.P.
since 1989. He also serves as chief operating officer at Technology Leaders II,
a $125,000,000 venture capital fund, beginning in 1994. Mr. Keith is a director
of Gandalf Technologies, Inc., Cambridge Technology Partners (Massachusetts),
Inc. and Information Systems Acquisition Corporation.
Robert E. Lefton has served as a director of the Company since September
1996. He has been president and chief executive officer of Psychological
Associates, Inc., a management and organizational consulting firm, since 1958.
He serves as a director of Stifel Financial Corp., Allied Health Care Products
and Greenfield Industries.
ADDITIONAL INFORMATION
The Board of Directors of the Company had a total of eight meetings during
the fiscal year ended April 30, 1996. Each of the directors attended at least
75% of the total number of meetings of the Board of Directors and the total
number of meetings held by all committees of the Board of Directors on which
they served.
The Audit Committee currently consists of three members, Raymond
Kalinowski, Robert Keith and David Kemper. The Audit Committee reviews the
preparation of the Company's accounts and considers the engagement of
independent public accountants for the ensuing year and the terms of such
engagement. In addition, the Audit Committee reviews the scope of the audit
proposed by such accountants and receives and reviews the audit reports. The
Audit Committee met four times during the fiscal year ended April 30, 1996.
The Compensation Committee makes recommendations to the Board of Directors
regarding the compensation structure of the Company as applied to executive
personnel. Current members of the Compensation Committee are Robert Keith,
Robert Lefton and Walter Torous. That committee met twice during fiscal, 1996.
-5-
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Company's directors and executive officers and the nominees for director:
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
Name Age Position
- - --------------------------------------------------------------------------------
<S> <C> <C>
Kenneth W. Kousky 42 Chairman of the Board, President
and Chief Executive Officer
- - --------------------------------------------------------------------------------
Raymond J. Kalinowski 67 Director
- - --------------------------------------------------------------------------------
Robert E. Keith, Jr. 54 Director
- - --------------------------------------------------------------------------------
David W. Kemper 45 Director
- - --------------------------------------------------------------------------------
Robert E. Lefton 64 Director
- - --------------------------------------------------------------------------------
Walter N. Torous 44 Director
- - --------------------------------------------------------------------------------
Douglas A. Wilmsmeyer 36 Director, Secretary and Vice President-New
Business
- - --------------------------------------------------------------------------------
Richard C. Baun 51 Executive Vice President-Sales and Field
Operations
- - --------------------------------------------------------------------------------
J. Michael Bowles 52 Chief Financial Officer
- - --------------------------------------------------------------------------------
Jan G. Fitzgerald 45 Vice President-Marketing
- - --------------------------------------------------------------------------------
David C. Forman 51 Executive Vice President-Training and Development
- - --------------------------------------------------------------------------------
John A. Kirkham 52 Executive Vice President-International Operations
- - --------------------------------------------------------------------------------
</TABLE>
Richard C. Baun joined the Company as Vice President-Sales and Field
Operations in November 1994. Prior to that time, Mr. Baun was Vice President of
Sales of TSI International in Wilton, Connecticut from 1990 to 1993, and Vice
President of Sales of National Education Training Group ("NETG"), a subsidiary
of National Education Corporation, from 1993 to 1996.
J. Michael Bowles joined the Company as Chief Financial Officer in August
1995. Prior to that time, he was associated with Unibased Systems Architecture,
Inc. in St. Louis, Missouri where he was Chief Financial Officer from 1994 to
1995 and Director of Professional Services from 1992 to 1994. Prior to that, Mr.
Bowles was the Vice President of Operations of Physicians Total Care, Inc. in
Tulsa, Oklahoma.
Jan G. Fitzgerald joined the Company in October 1993 as a sales consultant.
In January of 1994, she became a contract specialist until December of 1994,
when she became director of contracts. Beginning in April of 1995, she acted as
director of marketing until she became Vice President-Marketing in June of 1996.
Prior to joining the Company, she served as co-ordinator of Health St. Louis
2000 in 1993 and Director of Professional Services for Hospital Association of
Metropolitan St. Louis from 1992 to 1993.
David C. Forman joined the Company as Executive Vice President-Training and
Development in July 1995. Prior to that time, he served as Senior Vice President
of NETG-Spectrum in Bedford, Massachusetts from 1991 to 1995.
-6-
<PAGE>
John A. Kirkham has served as the Executive Vice President-International
Operations for the Company since August 1994. Prior to that time, he served as
the vice president of international operations for NETG in London, from 1987
through 1994.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In August of 1995, the Company entered into a $1,500,000 line of credit
agreement with Commerce Bank-St. Louis (the "Bank"). On January 10, 1996, the
Company and the Bank amended the loan agreement to add a $600,000 term note. The
borrowings bear interest at the prime rate, and are collateralized by accounts
receivable and property and equipment of the Company. David Kemper, a member of
the Company's Board of Directors, is the president of the bank and its parent
holding company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of a
registered class of securities to file with the SEC the initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater-than 10% shareholders
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 a review of the copies of such
reports furnished to the Company and representations that no other reports were
required, its officers, directors and greater-than 10% beneficial owners
complied with all Section 16(a) filing requirements applicable to them during
the fiscal year ended April 30, 1996, except that the following persons made
late filings of their Form 3, Initial Statement of Beneficial Ownership of
Securities: Richard Baun and Jan Fitzgerald.
-7-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual
compensation during each of the past three fiscal years for services in all
capacities to the Company of the chief executive officer and each other
executive officer of the Company whose annual compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Awards
------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (g) (i)
Name and Other Annual Securities All Other
Principal Position Year Salary ($) Bonus Compensation Underlying Compensation
($) Options/SARs(#) ($)
<S> <C> <C> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------------------------------------
Kenneth W. 1996 177,173 -- -- 500 --
Kousky, President 1995 184,327 -- -- 1,000 --
and CEO 1994 149,677 -- -- -- 1,988(1)
John A. Kirkham, 1996 156,760 31,196 14,038(2) 500 --
Executive Vice 1995 156,290 -- 14,066(2) 1,000 --
President- 1994 -- -- -- -- --
International
Operations
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Company matching contributions under the Company's 401(k) Savings Plan.
(2) Car allowance.
-8-
<PAGE>
OPTION GRANTS
The following table sets forth details regarding stock options granted to
the Named Executive Officers during the fiscal year ended April 30, 1996.
OPTIONS/SAR GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Percent of Total
Number of Securities Options Granted to
Underlying Options Employees in Exercise or Base
Name Granted (#) Fiscal Year Price ($/Share) Expiration Date
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kenneth W. Kousky 500 .2% $5.63 12/21/05
John A. Kirkham 500 .2% $5.63 12/21/05
Totals for:
Named Executives 1000 .4% $5.63 12/21/05
- - ----------------------------------------------------------------------------------------------------
</TABLE>
The options were exercisable beginning December 22, 1995.
No options were exercised by any of the Named Executive Officers during the
fiscal year ended April 30, 1996.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1996 AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Option/SARs at Options/SARs at
Shares Value Fiscal Year-End(#) Fiscal Year-End($)
Acquired or Realized Exercisable/ Exercisable/
Name Exercised(#) ($) Unexercisable Unexercisable
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kenneth W. Kousky 0 0 1500/0 0/0*
- - -------------------------------------------------------------------------------------------------------
John A. Kirkham 0 0 500/0 0/0*
- - -------------------------------------------------------------------------------------------------------
</TABLE>
* The exercise price was higher than the last sale price of the common stock
at fiscal year-end and thus none of these options were "in-the-money" as of that
date.
-9-
<PAGE>
DIRECTOR COMPENSATION
Each director of the Company who is not an employee receives an annual fee
of $10,000 for serving on the Board. All directors receive reimbursement of out-
of-pocket expenses incurred to attend board meetings. Outside directors also are
eligible for annual option grants pursuant to the Outside Directors Stock Option
Plan.
Pursuant to that Plan, the Company may grant non-qualified options with
respect to an aggregate of up to 40,000 shares of common stock to outside
directors. Outside directors are members of the Board who are not employees or
holders of 10% or more of any class of the Company's stock, or employees or
equity holders of any 10% shareholder.
Each outside director then serving is automatically granted, immediately
following each annual meeting of shareholders throughout the term of the
Director Plan, an option to purchase 500 shares of common stock. Each option is
exercisable in whole or in part with respect to all of the shares covered by the
option six months after the grant date. Each option terminates upon the tenth
anniversary of the grant date of such option. The exercise price for shares
subject to options is the fair market value of the common stock on the date the
option is granted.
EMPLOYMENT AGREEMENTS
The Company has entered into an Employment Agreement with Mr. Kousky. The
agreement has an initial term ending April 30, 1999, with annual renewals
thereafter unless the agreement is terminated by the Company or Mr. Kousky.
Adjustments in Mr. Kousky's base compensation and his bonuses for years after
fiscal 1995 are determined by the Compensation Committee. If the Company
terminates his employment without cause, Mr. Kousky is entitled to receive the
greater of either his aggregate base salary for the 24-month period following
his termination or an amount equal to 250% of his base salary for the fiscal
year of termination. If the Company terminates Mr. Kousky's employment as a
result of a "change in control" of the Company, Mr. Kousky is entitled to a lump
sum cash payment equal to 275% of his base salary for the fiscal year of
termination.
The Company has also entered into an Employment Agreement with Mr. John A.
Kirkham, the Company's Executive Vice President-International Operations. Mr.
Kirkham's employment may be terminated only upon twelve months' notice. Mr.
Kirkham receives a monthly car allowance of (Pounds)750 and such bonuses as the
Compensation Committee may determine. Upon termination of his employment, Mr.
Kirkham will receive twelve months of compensation, and if the termination
results from a change in control (as defined in the agreement) he also receives
an amount equal to his highest annual bonus in the prior three years multiplied
by his years of employment. The parties have agreed to amend the agreement to
provide that if the Company terminates his employment without cause, Mr. Kirkham
will be entitled to receive 250% of his base salary in the year of termination
(or 275% of base salary if the termination occurs after a change in control of
the Company).
RESTRICTED STOCK PLAN
At the time of its formation, the Company adopted a Restricted Stock Plan
under which the Company reserved shares of common stock for awards to employees.
The Company has not awarded any shares under that plan since November 1991, and
in April 1994, the Board of Directors terminated the authority of the Company to
make any further awards under the plan.
-10-
<PAGE>
STOCK OPTION PLANS
In 1993, the Company's shareholders adopted a stock option plan for
employees. As amended in 1994, nonqualified options to purchase up to 390,000
shares may be granted under the plan (the "1993 Plan"). Options for 193,499
shares have been issued and remain outstanding under the 1993 Plan. The 1993
Plan will expire on, and no options may be granted after, the tenth anniversary
of the initial adoption of the 1993 Plan.
The Board of Directors of the Company adopted the Company's 1995 Stock
Option Plan (the "1995 Plan"), and shareholders approved the 1995 Plan at their
1995 Annual Meeting. The purpose of the 1995 Plan is to offer employees and
consultants who are in a position to contribute materially to the Company's
prosperity incentives and reward in recognition of their contribution to the
Company's progress, and to encourage them to continue to promote the best
interests of the Company. The 1995 Plan will also aid the Company in competing
with other enterprises for the services of new key personnel.
Pursuant to the 1995 Plan, the Company may grant options with respect to an
aggregate of up to 200,000 shares of common stock. The maximum number of shares
for which options may be granted to a single optionee under the 1995 Plan is
25,000. Options granted pursuant to the 1995 Plan may be either incentive stock
options or non-qualified stock options. Options for 160,250 shares have been
issued and remain outstanding under the 1995 Plan.
AUDITORS
Deloitte & Touche, LLP, independent certified public accountants audited
the Company's financial statements for the fiscal years 1994, 1995 and 1996. The
Board of Directors has not yet selected an accounting firm for the current
fiscal year, ending April 30, 1997. It is expected that a representative of
Deloitte & Touche will be present at the Annual Meeting with the opportunity to
make a statement if he desires to do so and will be available to respond to
appropriate questions.
VOTING PROCEDURES
A list of the Company's shareholders as of the record date for the meeting
will be available for examination by any shareholder, for purposes germane to
the meeting, during ordinary business hours, for ten days prior to the date of
the meeting at the offices of the Company.
All shares represented by the accompanying proxy given prior to the meeting
will be voted in the manner specified therein. Proxy cards returned without
specification will be voted in accordance with the recommendation of the Board
of Directors. The shares of shareholders who have properly withheld authority to
vote for the nominee proposed by the Board of Directors (including broker non-
votes) will not be counted toward achieving a majority. As to any matters which
may come before the meeting other than those specified above, the proxy holders
will be entitled to exercise discretionary authority. A majority of the shares
of the outstanding common stock present in person or represented by proxy will
constitute a quorum at the Annual Meeting.
Each shareholder has one vote for each share of stock entitled to vote
under the provisions of the Articles of Incorporation which is registered in his
name on the books of the Company. In all elections of directors or a class of
directors of the Company, each share of stock entitled to vote shall be entitled
to one vote as to each director to be elected by the holders thereof and no
shareholder shall have the right to cumulate his votes for the election of any
director. All elections for directors and all other matters shall be determined
by a majority of the votes cast, except as law or the Articles of Incorporation
may require a greater vote. Any
-11-
<PAGE>
shareholder who is in attendance at a meeting of the shareholders either in
person or by proxy, but who abstains from voting on any matter, shall not be
deemed present or represented at such meeting for purposes of elections for
director or any other matter with respect to such vote, but shall be deemed
present or represented for all other purposes.
No persons shall be permitted to vote any shares belonging to or pledged to
the Company.
Shares standing in the names of two or more persons shall be voted or
represented in accordance with the vote or consent of a majority of the persons
in whose names the shares are registered. If only one such person is present in
person or by proxy, he or she may vote all of the shares, and all of the shares
standing in the names of such persons shall be deemed represented for purposes
of determining a quorum. The foregoing provisions shall also apply to shares
held by two or more personal representatives, trustees, or other fiduciaries
unless the instrument or order appointing them otherwise directs. With respect
to broker non-votes, the shares are not considered present at the meeting for
the particular matter as to which the broker withheld its vote. Consequently,
broker non-votes are not counted in respect to the matter, but they do have the
practical effect of reducing the number of affirmative votes required to achieve
a majority by reducing the total number of shares from which the majority is
calculated.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company no later than April 2,
1997, to be considered for inclusion in the Company's Proxy Statement relating
to that meeting. Any such proposal must be made in accordance with applicable
laws and the rules of the Securities and Exchange Commission. Such proposals
should be addressed to Secretary, Wave Technologies International, Inc., 10845
Olive Boulevard, Suite 250, St. Louis, Missouri 63141.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR FISCAL 1996 IS ENCLOSED. COPIES OF
EXHIBITS TO THAT ANNUAL REPORT WILL BE FURNISHED TO STOCKHOLDERS WITHOUT CHARGE,
UPON REQUEST DIRECTED TO THE SECRETARY OF THE COMPANY, 10845 OLIVE BOULEVARD,
SUITE 250, ST. LOUIS, MISSOURI 63141.
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[LOGO OF WAVE TECHNOLOGIES INTERNATIONAL]
August 2, 1996
Dear Shareholder:
The annual meeting of shareholders of Wave Technologies International, Inc.
will be held at the St. Louis Club (Lewis & Clark Room, 16th Floor), located at
7701 Forsyth Boulevard, St. Louis, Missouri 63105 on Wednesday, September 4,
1996 at 10:00 a.m. At the meeting, shareholders will elect two directors.
It is important that your shares are represented at this meeting. Whether
or not you plan to attend the meeting, please review the enclosed proxy
materials, complete the attached proxy form below, and return it promptly in the
envelope provided.
PLEASE DETACH PROXY HERE, SIGN, DATE AND MAIL
PROXY WAVE TECHNOLOGIES INTERNATIONAL, INC.
Annual Meeting September 4, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION
The undersigned shareholder of Wave Technologies International, Inc., a Missouri
corporation, appoints WILLIAM H. PATTERSON, J. MICHAEL BOWLES and STEVEN R.
RYGELSKI, or any of them, with full power to act alone, the true and lawful
attorneys-in-fact of the undersigned, with full power of substitution and
revocation, to vote all shares of stock of said Corporation which the
undersigned is entitled to vote at the annual meeting of its shareholders to be
held at the St. Louis Club, St. Louis, Missouri on September 4, 1996, at 10:00
a.m., and at any adjournment thereof, with all powers the undersigned would
possess if personally present as follows:
Dated ,1996
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PLEASE SIGN NAME OR NAMES AS APPEARING ON THIS PROXY
<PAGE>
(DETACH PROXY FORM HERE, SIGN AND MAIL IN ENVELOPE PROVIDED)
1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed below [_] WITHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below.
Raymond J. Kalinowski and Douglas A. Wilmsmeyer
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
out the nominee's name above.
2. On any other matter that may be submitted to a vote of shareholders.
IF NO INSTRUCTION TO THE CONTRARY IS INDICATED, THIS PROXY WILL BE VOTED "FOR"
ITEM 1. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
