<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 (S)240.14a-11(c) or (S)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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
5) Total fee Paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by 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 9, 1998
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 10845 Olive
Boulevard, St. Louis, Missouri 63141 on Wednesday, September 9, 1998, at 9:30
a.m., for the following purposes:
1. To elect one director to serve until the Annual Meeting of
Shareholders in 2001.
2. To consider and act upon a proposal to ratify the appointment of
Deloitte & Touche, LLP, as independent auditors of the Company for the
fiscal year ending April 30, 1999.
3. 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 14, 1998, 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. 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 10, 1998
<PAGE>
WAVE TECHNOLOGIES INTERNATIONAL, INC.
Proxy Statement
Annual Meeting of Shareholders
To Be Held on September 9, 1998
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 Company's new St.
Louis training center, located at 10845 Olive Boulevard, St. Louis, Missouri
63141 on September 9, 1998 at 9:30 a.m., central daylight time. Shareholders of
record at the close of business on July 14, 1998, will be entitled to notice of
and to vote at such meeting and at all adjournments thereof.
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 10, 1998.
The annual report of the Company for the fiscal year ended April 30, 1998,
including audited financial statements, is included with this Proxy Statement.
VOTING RIGHTS, SOLICITATION AND REVOCABILITY OF PROXIES
On July 14, 1998, there were outstanding and entitled to vote 4,158,311
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 14, 1998. The holders of a majority of the outstanding shares of common
stock entitled to vote at the meeting constitute a quorum.
The presence of a shareholder at the Annual Meeting will not automatically
revoke such shareholder's proxy. However, 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 at 10845 Olive Boulevard, Suite 250,
St. Louis, Missouri 63141. 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. If the enclosed form of proxy is
executed but unmarked, it will be voted FOR the election of the nominee for the
Board of Directors and FOR the appointment of Deloitte & Touche, LLP, as the
Company's independent auditors for the 1999 fiscal year.
The nominee for director who receives the highest number of votes cast will
be elected as director. Approval of the auditors requires the affirmative vote
of a majority of the total number of shares represented and entitled to vote at
the meeting. Therefore, an abstention with respect to approval of the auditors
is in effect a vote against the proposal. Shares represented by proxies which
are marked "withhold authority" with respect to the election of the nominee as
director will be considered to be represented at the meeting, but will not be
included in determining the number of votes cast. In instances where brokers are
prohibited from exercising discretionary authority for beneficial owners who
have not returned proxies to the brokers, those shares will not be included in
the vote totals, and, therefore, will have no effect on the vote.
The cost of soliciting proxies will be borne by the Company. In addition to
the use of mails, proxies may be solicited personally or by telephone or telefax
by directors, officers and employees of the Company.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of May 31, 1998, 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 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................................. 449,864 (1) 10.8%
10845 Olive Boulevard
Suite 250
St. Louis, MO 63141
Maxine K. Clark................................... 1000 (2) *
1964 Innerbelt Business Center Dr.
St. Louis, MO 63114
Raymond J. Kalinowski............................. 3,000 (3) *
10401 Clayton Road
St. Louis, MO 63131
David W. Kemper................................... 192,000 (4) 4.6%
8000 Forsyth
St. Louis, MO 63105
Robert E. Lefton, Ph.D............................ 1,500 (2) *
8112 Maryland Avenue
St. Louis, MO 63105
Walter N. Torous.................................. 2,000 (2) *
Anderson School of Graduate Management
University of California, Los Angeles
Los Angeles, CA 90024
J. Michael Bowles................................. 13,000 (2) *
10845 Olive Blvd, Suite 250
St. Louis, MO, 63141
Richard C. Baun................................... 5,500 (2) *
10845 Olive Blvd, Suite 250
St. Louis, MO, 63141
David C. Forman................................... 18,500 (5) *
10845 Olive Blvd, Suite 250
St. Louis, MO 63141
John A. Kirkham................................... 122,500 (6) 2.9%
Thames Link House
1 Church Road, Richmond
Surrey TW92QR England
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number Percent
- -------------------------------------------------- ------------ -------
<S> <C> <C>
Kennedy Capital Management, Inc................... 313,480 (7) 7.5%
10829 Olive Blvd.
St. Louis, MO 63141
Ryback Management Corporation..................... 262,500 (8) 6.31%
7711 Carondelet Avenue, Box 16900
St. Louis, MO 63105
Wellington Management Company..................... 347,900 (9) 8.37%
75 State Street
Boston, MA 02109
Wellington Trust Company, National Association.... 287,900 (10) 6.92%
75 State Street
Boston, MA 02109
All directors and executive officers as a group
(10 individuals).................................. 808,864 (11) 19.44%
</TABLE>
* Less than 1%
- -----------------
(1) Includes options to purchase 1,500 shares of common stock, 2,900 shares
held as custodian under the Uniform Gift to Minors Act, and 10,000 shares
held in a charitable foundation over which Mr. Kousky exercises voting and
dispositive control.
(2) Represents options to purchase shares of common stock.
(3) Includes options to purchase 2,000 shares of common stock.
(4) Includes options to purchase 2,000 shares of common stock, 20,000 shares
held in a trust of which Mr. Kemper is a co-trustee, and 170,000 shares
owned by Commerce Bancshares, Inc., of which Mr. Kemper is Chairman and
Chief Executive Officer.
(5) Includes option to purchase 15,500 shares of common stock.
(6) Includes options to purchase 38,000 shares of common stock.
(7) Based on information as of December 31, 1997, furnished to the Company in a
Schedule 13G filed February 10, 1998. Includes 213,000 shares as to which
reporting person holds sole voting power and 313,480 shares as to which
reporting person holds sole dispositive power.
(8) Based on information as of December 31, 1997, furnished to the Company in a
Schedule 13G filed January 23, 1998, jointly filed with Lindner Investment
Series Trust.
(9) Based on information as of December 31, 1997, furnished to the Company in a
Schedule 13G filed February 9, 1998. Includes 287,900 shares as to which
reporting person holds shared voting power, and 347,900 shares as to which
reporting person holds shared dispositive power.
3
<PAGE>
(10) Based on information as of December 31, 1997, furnished to the Company in
a Schedule 13G filed February 11, 1997. Consists of 287,900 shares as to
which reporting person holds shared voting and dispositive powers.
(11) Includes options to purchase an aggregate of 82,000 shares of common
stock.
The shares of common stock are traded on the Nasdaq Stock Market. The last
sale price on July 15, 1998, as reported by Nasdaq, was $4.00.
PROPOSAL NO. 1:
ELECTION OF DIRECTOR
Vacancy
One director is to be elected at the meeting to hold office until the
annual meeting in 2001 and until his successor is qualified. The nominee
recommended by the Board of Directors is Robert E. Lefton. Should the nominee
become unable to serve or otherwise be unavailable for election, it is intended
that the persons named in the Proxy will vote for the election of such person as
the Board of Directors may recommend in place of such nominee. The Board of
Directors knows of no reason why the nominee might be unable to serve or
otherwise be unavailable for election.
Nominee for Election
Robert E. Lefton has served as a director of the Company since September
1995. 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.
Directors Serving Until the Annual Meeting of Shareholders in 1999
Raymond J. Kalinowski has served as a director of the Company since
November 1994. He was Vice Chairman of A.G. Edwards & Sons, Incorporated, and
was with that firm 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.
Maxine K. Clark has served as a director of the Company since February
1997. She is chief executive officer of Build-A-Bear Workshop, LLC, and has been
President and Chief Executive Officer of Smart Stuff, Inc., a St. Louis retail
and business consulting firm, since 1996. From November 1992 to January 1996,
Ms. Clark was the President of Payless ShoeSource, where she was responsible for
the merchandise buying, distribution and marketing for the Payless ShoeSource
family stores and Payless Kids stores. Ms. Clark currently serves on the Board
of Directors for The Earthgrains Company and Tandy Brands Accessories.
Directors Serving Until the Annual Meeting in 2000
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.
4
<PAGE>
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.
Additional Information
The Board of Directors of the Company had a total of four meetings during
the fiscal year ended April 30, 1998. 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 two members, Raymond Kalinowski
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 did not meet during the fiscal
year ended April 30, 1998.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Company's directors and executive officers and the nominee for director:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Kenneth W. Kousky 44 Chairman of the Board, President
and Chief Executive Officer
Maxine K. Clark 49 Director
Raymond J. Kalinowski 69 Director
David W. Kemper 46 Director
Robert E. Lefton 66 Director
Walter N. Torous 46 Director
Richard C. Baun 53 Executive Vice President-U.S. Sales and Operations
J. Michael Bowles 54 Chief Financial Officer
David C. Forman 53 Executive Vice President-Training and Development
John A. Kirkham 54 Executive Vice President-International Sales and Operations
</TABLE>
- 5 -
<PAGE>
Richard C. Baun joined the Company as Vice President-Sales and Field
Operations in November 1995. 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 until he joined Wave in 1995.
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.
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.
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. Mr. Kirkham serves as a director for West London T.E.C. and
Performance Support International (UK) Ltd.
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, and
in September 1997, the Company increased its line of credit to $2,500,000 from
$1,500,000. 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, 1997, except for the following instances. Maxine
Clark, Raymond Kalinowski, David Kemper, Robert Lefton and Walter Torous each
filed a late Form 5, Annual Statement of Changes in Beneficial Ownership, to
report the grant of a stock option. Kenneth Kousky filed two late form 4's
involving seven transactions.
- 6 -
<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 in fiscal 1998
exceeded $100,000 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
---------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Awards
- -------------------------------------------------------------------------------------------------------------------
(e) (g) (i)
(a) (b) (c) (d) Other Annual Securities All Other
Name and Compensation Underlying Compensation
Principal Position Year Salary ($) Bonus ($) Options/SARs(#) ($)(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth W. 1998 225,000 -- -- -- 1,385
Kousky, President 1997 197,308 10,000 -- -- --
and CEO 1996 177,173 -- -- 500 --
Richard Baun 1998 78,923 102,040 46,047(1) -- 3,230
Executive Vice 1997 80,000 -- 126,447(1) 15,000 3,526
President - Sales 1996 37,846 -- 43,598(1) -- --
and Field
Operations
J. Michael Bowles 1998 101,200 -- -- -- --
Chief Financial 1997 100,139 10,000 -- -- --
Officer 1996 64,012 -- -- 13,000 --
David C. Forman 1998 125,000 -- -- -- 2,500
Executive Vice 1997 127,030 -- -- -- 2,600
President - 1996 95,673 -- -- 15,000 769
Training and
Development
John A. Kirkham, 1998 164,458 2,143 14,837(3) -- --
Executive Vice 1997 164,852 32,010 14,405(3) 10,000 --
President- 1996 156,760 31,196 14,038(3) 500 --
International
Operations
===================================================================================================================
</TABLE>
- -------------------------
(1) Commissions.
(2) Company matching 401-k contribution.
(3) Car allowance.
- 7 -
<PAGE>
Stock Option Grants
No stock options were granted to any of the Named Executive Officers during
the fiscal year ended April 30, 1998.
Stock Option Exercises in Last Fiscal Year and Fiscal Year End Stock Option
Values
The following table provides information concerning stock options exercised
during fiscal 1998 and unexercised options held as of the end of fiscal 1998 by
the Named Executive Officers.
Aggregated Option/SAR Exercises in Fiscal 1998 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 1,500/0 $1060/$0
- -------------------------------------------------------------------------------------------------------------------
Richard C. Baun 0 0 5,500/10,000 $10,860/$20,600
- -------------------------------------------------------------------------------------------------------------------
J. Michael Bowles 0 0 13,000/0 $14,560/$0
- -------------------------------------------------------------------------------------------------------------------
David C. Forman 0 0 15,500/0 $16,800/$0
- -------------------------------------------------------------------------------------------------------------------
John A. Kirkham 0 0 23,000/32,500 $19,760/$12,650
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
- 8 -
<PAGE>
Employment Agreements
The Company has entered into an Employment Agreement with Mr. John A.
Kirkham, the Company's Executive Vice President-International Operations. Mr.
Kirkham receives a salary set by the Board of Directors (subject to a
(Pounds)100,000 minimum), a pension equal to 25% of salary, a monthly car
allowance of (Pounds)750 and such bonuses as the Compensation Committee may
determine. Mr. Kirkham also agrees not to engage in competition with the Company
for a period of twelve months after his employment terminates.
On June 25, 1997, the Company also entered into an Employment Agreement
with Mr. J. Michael Bowles. Mr. Bowles receives an annual salary of at least
$101,200 and any salary increases or bonuses which the Compensation Committee of
the Board of Directors may determine. If Mr. Bowles' employment is terminated
(as defined in his employment agreement) within a year following a change of
control of the Company, for reasons other than his own wrongful conduct, he will
be entitled to a lump-sum payment equal to eighteen months of his salary and
continued participation in employee benefits for a one year period. Mr. Bowles
has also agreed not to engage in competition with the Company during and for a
period of twelve months following his employment with the Company.
Stock Option Plans
In 1993, the Company's shareholders adopted a stock option plan for
employees. As amended in 1994, non-qualified options to purchase up to 390,000
shares may be granted under the plan (the "1993 Plan"). As of April 30, 1998,
options for 164,650 shares had been issued and remained 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. 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. As of April 30,
1998, options for 148,791 shares have been issued and remain outstanding under
the 1995 Plan.
In 1997, the Company's Shareholders adopted the Company's 1997 Stock Option
Plan (the "1997 Plan"). Pursuant to the 1997 Plan, the Company may grant options
with respect to an aggregate of up to 400,000 shares of common stock. The
maximum number of shares for which options may be granted to a single optionee
under the 1997 Plan in any calendar year is 50,000. Options granted pursuant to
the 1997 Plan may be either incentive stock options or non-qualified stock
options. As of April 30, 1998, no options for shares had been issued under the
1997 Plan.
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.
- 9 -
<PAGE>
PROPOSAL NO. 2:
APPOINTMENT OF AUDITORS
The Company has engaged Deloitte & Touche, LLP, as independent certified
public accountants to audit the Company's financial statements for the fiscal
years 1994 through 1998. It is proposed that the stockholders ratify the
appointment of Deloitte & Touche, LLP, as independent auditors of the Company
for the fiscal year ending April 30, 1999. It is expected that a representative
of Deloitte & Touche, LLP, 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.
The Board of Directors recommends that the accompanying Proxy be voted in
favor of such appointment. A favorable vote of a majority of the shares present
at the meeting in person or by proxy is required for approval.
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 to matters where the law or the
Articles of Incorporation require a greater vote. Any 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.
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.
- 10 -
<PAGE>
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 12,
1999, to be considered for inclusion in the Company's Proxy Statement relating
to that meeting. The Company's Bylaws provide that any nomination for director
or any other shareholder proposal for presentation at an annual meeting must be
made by proper notice, to be properly brought before the meeting. Proper notice
must include the information specified in the Bylaws and must be received by the
Secretary of the Company at the Company's principal office not less than 120
days and not more than 180 days prior to the anniversary of the prior year's
annual meeting of shareholders. Any such proposal also 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 for fiscal 1998 is enclosed (which
includes Parts I and II of its Annual Report on Form 10-K as filed with the
Securities and Exchange Commission). Copies of Parts III of the Form 10-K and
exhibits to the Form 10-K 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.
- 11 -
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WAVE TECHNOLOGIES INTERNATIONAL, INC.
Annual Meeting September 9, 1998
The undersigned shareholder of Wave Technologies International, Inc., a
Missouri corporation, appoints J. MICHAEL BOWLES and STEVEN R. RYGELSKI or
either 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 10845 Olive Boulevard, St. Louis, Missouri 63141 on September 9, 1998,
at 9:30 a.m., and at any adjournment thereof, with all powers the undersigned
would possess if personally present as follows:
(Continued, and to be marked, dated and signed, on the other side)
- --------------------------------------------------------------------------------
PLEASE DETACH PROXY HERE, SIGN, DATE AND MAIL
August 10, 1998
Dear Shareholder:
The annual meeting of shareholders of Wave Technologies International, Inc.
will be held at the Company's new St. Louis training center at 10845 Olive
Boulevard, St. Louis, Missouri 63141 on Wednesday, September 9, 1998 at 9:30
a.m.
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.
<PAGE>
The Board of Directors recommends a vote FOR
Items 1 and 2.
<TABLE>
<S> <C>
Item 1 - ELECTION OF DIRECTOR FOR WITHHOLD Item 2 - Appointment of FOR AGAINST ABSTAIN
[ ] [ ] Independent Auditors [ ] [ ] [ ]
Nominee:
Robert E. Lefton
</TABLE>
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournments thereof.
If no instruction to the contrary is indicated, this proxy will be voted "FOR"
Items 1 and 2. If any other business is presented at the meeting, this proxy
will be voted in accordance with the recommendations of management.
Signature______________________________________________ Date___________________
Please sign name or names as appearing on this proxy. If signing as a
representative, please include capacity.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
