SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing fee (Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
_________________________________________________________________
[ ] 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:
___________________________________
Cintech Tele-Management Systems, Inc.
2100 Sherman Avenue
Cincinnati, Ohio 45212
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the annual meeting of shareholders of Cintech
Tele-Management Systems, Inc. (the "Corporation") will be held at The King
Edward Hotel, 37 King Street East, Toronto, Ontario M5C 1E9, Canada on
Tuesday, October 8, 1996 at 11:00 a.m. EDT for the following purposes:
1. To elect 6 directors;
2. To appoint auditors and to authorize the directors to fix their
remuneration;
3. To approve and ratify a resolution to amend the 1993 Stock Option Plan to
allow for nonemployee participation.
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
An annual report, which includes the financial statements of the Corporation,
and Management Information Circular/Proxy Statement accompany this notice.
Shareholders who are unable to attend the meeting in person are requested to
date and sign the enclosed form of proxy and to return it in the envelope
provided for that purpose.
Proxies to be used at the meeting must be received by the Secretary, Cintech
Tele-Management Systems, Inc., 2100 Sherman Avenue, Cincinnati, Ohio 45212,
or the Corporation s transfer agent, Montreal Trust Company of Canada, 151
Front Street West, 8th Floor, Toronto, Ontario, M5J 2N1, prior to the close of
business (5:00 p.m.) on Monday, October 7, 1996.
Dated at Cincinnati, Ohio this 4th day of September, 1996.
By Order of the Board
/s/ Bryant A. Downey
Bryant A. Downey
Secretary
IMPORTANT
A Management Information Circular/Proxy Statement and proxy are submitted
herewith. As a shareholder, you are urged to complete and mail the proxy
promptly whether or not you plan to attend this Annual Meeting in person. It
is important that your shares be voted. In order to avoid the additional
expense to the Company of further solicitation, we ask your cooperation in
mailing your proxy promptly.
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 Sherman Avenue
Cincinnati, Ohio 45212
MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT
as of September 4, 1996
SOLICITATION OF PROXIES BY MANAGEMENT
This Management Information Circular/Proxy Statement (this "Information
Circular") is furnished in connection with the solicitation by the management
and board of directors of Cintech Tele-Management Systems, Inc. (the
"Corporation") of proxies to be used at the annual meeting of shareholders of
the Corporation to be held on Tuesday, October 8, 1996, at Toronto, Ontario
Canada and at any adjournment thereof for the purposes set forth in the
accompanying Notice of Annual Meeting. The cost of such solicitation will be
borne by the Corporation. This Information Circular is being mailed to
shareholders on or about September 11, 1996.
APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES
The persons whose names are printed on the accompanying form of proxy are
officers of the Corporation. A shareholder has the right to appoint a person,
who need not be a shareholder of the Corporation, other than the persons
designated in the accompanying form of proxy, to attend and act on behalf of
the shareholder at the meeting. To exercise this right, a shareholder may
either insert such other person's name in the blank space provided in the
accompanying form of proxy or complete another appropriate form of proxy.
To be valid, a proxy must be dated and signed by the shareholder or his
attorney authorized in writing or, if the shareholder is a corporation by a
duly authorized officer or attorney. The proxy, to be acted upon, must be
deposited with the Corporation, c/o its agent, Montreal Trust Corporation of
Canada, 151 Front Street West, 8th Floor, Toronto, Ontario, M5J 2N1, by the
close of business on the last business day prior to the date on which the
meeting or any adjournment thereof is held, or with the chairman of the
meeting on the day of the meeting or any adjournment thereof.
A shareholder who has given a proxy may revoke it by depositing an
instrument in writing (including another proxy) executed by the shareholder or
by the shareholder's attorney authorized in writing at the registered office
of the Corporation at any time up to and including the last business day prior
to the day the meeting or any adjournment thereof is to be held, or with the
chairman of the meeting (in writing or in open meeting) on the day of the
meeting at any time before it is exercised on any particular matter or in any
other manner permitted by law including attending the meeting in person.
VOTING BY PROXIES
On any ballot that may be called for regarding the election of directors
and appointment of auditors the common shares ("shares") represented by the
enclosed form of proxy will be voted or withheld from voting in accordance
with the instructions of the shareholder indicated thereon. In the absence of
such instructions with regard to the election of directors or the appointment
of auditors, the shares will be voted on any ballot for the election of the
persons nominated for election as directors and for the appointment of
auditors and for the approval of the resolution amending the 1993 Stock Option
Plan to allow non-employee participation, in each case, as referred to in this
Information Circular.
The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the Notice of Meeting, and with respect to any other matter
which may properly come before the meeting to the extent such is permitted
under Rule 14a-4(c) of the U.S. proxy rules. As of the date of this
Information Circular, management is not aware of any such amendment, variation
or other matter proposed or likely to come before the meeting, other than that
specified in the Notice of Annual Meeting of Shareholders. However, if any
such amendment, variation or other matter properly comes before the meeting,
it is the intention of the persons named in the enclosed form of proxy to vote
on such other business in accordance with their judgment.
VOTING SHARES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares entitled to be voted at the meeting as of September
2, 1996, is 12,281,371. Each shareholder is entitled to one vote for each
share shown as registered in the shareholder's name on the list of
shareholders prepared as of September 2, 1996. However, in the event of any
transfer of shares by any such shareholder after such date, the transferee is
entitled to vote those shares if he produces properly endorsed share
certificates or otherwise establishing that he owns the shares, and request
the transfer agent, Montreal Trust Corporation of Canada, 151 Front Street
West, 8th Floor, Toronto, Ontario, M5J 2N1, to include the transferee's name
in the shareholders' list not later than ten days before the meeting.
Certain Beneficial Owners
Under Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder, a beneficial owner of a security is any person who
directly or indirectly has or shares voting power or investment power over
such security. Such beneficial owner under this definition need not enjoy the
economic benefit of such securities. To the knowledge of the directors and
officers of the Corporation, the persons who beneficially own or exercise
control or direction over shares carrying more than 5% of the voting rights
attached in all the shares of the Corporation entitled to be voted at the
meeting as of September 2, 1996 are as follows:
Title of Name and Address of Amount and Nature Percentage of
Class Beneficial Owner Ownership Outstanding Common
Shares
Common Diane M. Kamionka 3,476,029 shares 28.30%
Stock 2100 Sherman Avenue owned
Cincinnati, Ohio beneficially
45212
Common S. William Miller 1,736,238 shares 14.14%
Stock 1700 Young Street owned
Cincinnati, Ohio beneficially
45210
Common Bryant A. Downey 1,717,652 shares 13.99%
Stock 2100 Sherman Avenue owned
Cincinnati, Ohio beneficially
45212
Common Frank W. Terrizzi 1,441,104 shares 11.73%
Stock 1700 Young Street owned
Cincinnati, Ohio beneficially
45210
Common Clinton Springs 1,138,157 shares 9.27%
Stock Partnership owned
36 East Fourth Street beneficially
Suite 905
Cincinnati, Ohio
45202
<PAGE>
Management
The following table sets forth the beneficial ownership of the
Company's Common Stock by its directors, the named executive
officers, and all directors and executive officers as a group,
as of September 2, 1996:
Amount and
Name and Nature of
Position of Beneficial
Title of Class Beneficial Owner Ownership(1) Percent of Class
Common Stock Diane M. Kamionka 3,476,029 shares 28.30%
President and Chief owned
Executive Officer beneficially
Common Stock Bryant A. Downey 1,717,652 shares 13.99%
Chief Technology owned
Officer and beneficially
Secretary
Common Stock Christopher S.L. Nil Nil
Hoffmann
Director
Common Stock Frank W. Terrizzi 1,441,104 shares 11.73%
Director owned
beneficially
Common Stock Robert I. Westheimer 1,138,157 shares 9.27%
Director owned
beneficially*
Common Stock John G. Slater 180,311 shares 1.47%
Employee and owned
Director beneficially
Common Stock James R. Walker(2) Nil Nil
Vice President -
Sales
Common Stock David J. Thibodeau Nil Nil
Vice President -
Customer Support
Services
All Directors 7,953,253 shares 64.76%
and Executive owned
Officers as a beneficially
Group (7 persons)(2)
* Stock is in the name of Clinton Springs Partnership.
(1) The persons and entities named in the above 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 and the information contained in other footnotes to this table, if
any.
(2) James Walker resigned his position with the Corporation effective as of
March 15, 1996.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors of the Corporation to be elected at the meeting
is six. All of the current directors except for Christopher Hoffmann are
nominees for re-election. The remaining nominee, Carter F. Randolph is
presented for election for the first time.
The following table lists certain information concerning the persons
proposed to be nominated for election as directors. The information as to
shares has been furnished by the respective nominees individually.
<TABLE>
<CAPTION>
Position with Corporation
or Significant Affiliates Common Shares
and Principal Occupation Director Beneficially Owned
Name Age or Business Since or Controlled
<S> <C> <C> <C> <C>
Diane M. 49 President and Chief Executive 1987 3,476,029
Kamionka Officer of the Corporation
Bryant A. 33 Chief Technology Officer 1987 1,717,652
Downey of the Corporation
John G. 61 Employee/Consultant 1989 180,311
Slater to the Corporation
Frank W. 52 Investment Advisor, 1990 1,441,104
Terrizzi Renaissance Investment
Management, Inc.
(Investment management
company)
Robert I. 79 Venture Capital 1989 Nil
Westheimer Manager/Partner,
Clinton Springs Partnership
(Venture capital firm)
Carter F. 40 Executive Vice President New 1,138,157*
Randolph and Trustee, Greenacres
Foundation (Nonprofit
foundation)
* Stock is in the name of Clinton Springs Partnership.
</TABLE>
Except as set forth below, each of the foregoing directors of the
Corporation has been engaged for the past five years in his or her current
occupation or in other capacities with the same entity.
Mr. Slater has been a director of the Company since 1989. Effective,
January 1996, he became an employee of the Company reporting to the CEO and
providing assistance on special projects of a strategic nature. Prior to
January 1996, Mr. Slater was an executive of Diamond Machine Corporation and
its predecessor, where he served in several capacities including President.
Management does not anticipate that any of the nominees for election as
directors will be unable to serve as a director, but if that should occur for
any reason prior to the meeting, the persons named in the enclosed form of
proxy reserve the right to vote for another nominee at their discretion. Each
director elected will hold office until the next annual shareholders meeting
and until his successor is elected or appointed, unless his office is earlier
vacated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
NAMED IN PROPOSAL 1.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
In the fiscal year ended June 30, 1996, the Board of Directors met on
four (4) occasions. Each incumbent director during the last fiscal year
attended 75% or more of the aggregate of (i) the total number of meetings of
the Board of Directors (held during the period for which he has been a
director) and (ii) the total number of meetings held by all committees of the
Board on which he served (during the periods that he served).
The Corporation has an Audit Committee of the Board of Directors. The
Audit Committee, which held one (1) meeting during fiscal 1996, recommends to
the entire Board of Directors the independent auditors to be employed by the
Corporation, consults with the independent auditors with respect to their
audit plans, reviews the independent auditors' audit report and any management
letters issued by the auditors, and consults with the independent auditors
with regard to financial reporting and the adequacy of internal controls. The
members of the Audit Committee during fiscal 1996 were Frank W. Terrizzi,
Diane M. Kamionka and John G. Slater.
The Corporation has a Compensation Committee of the Board of Directors
which held one (1) meeting during fiscal 1996. The Compensation Committee
determines the compensation arrangements for the President and Chief
Technology Officer of the Corporation and reviews proposed changes in
management organization. The present members of the Compensation Committee
are Christopher S.L. Hoffmann, John G. Slater, Frank W. Terrizzi and Robert L.
Westheimer.
The Corporation also has a Stock Option Committee which administers its
stock option plans, the present members of which are the current members of
the board of directors. None of the members of the Stock Option Committee
have received or shall receive any options under the Company's current stock
option plan with the exception of Mr. Slater (Non-Executive Employee and
Director), who was awarded grants of options for 35,000 shares subject to the
provisions of the 1993 Stock Option Plan. This Committee met once during
fiscal 1996.
COMPENSATION OF DIRECTORS AND OFFICERS
Unless otherwise indicated dollar references in this section are in
United States dollars. The following table set forth the compensation earned
by and paid to the Chief Executive Officer and the only other most highly
compensated executives who were serving as executive officers at the end of
the most recently completed fiscal year, who received total salary, bonus, and
other compensation which exceeded Canadian $100,000. There are no other named
executive officers who would have received total salary, bonus, and other
compensation which exceeded U.S. $100,000. In addition, there were no
individuals for whom disclosure would have been provided under the previous
sentence but for the fact that the individual was not serving as an officer of
the Corporation at the end of the most recently completed financial year end.
(For purposes of this part, the executives listed are collectively referred to
as the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Name and Fiscal Salary Bonus Other Annual Securities Restricted LTIP All Other
Principal Year (1) ($) ($) Compensation Under Shares or Payouts Compensation
Position ($) Options/ Restricted ($) ($)
SAR's Share
Granted (#) Units ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Diane M. Kamionka, 1996 $126,428 Nil Nil Nil Nil Nil Nil
President & 1995 $115,069 $50,000 Nil Nil Nil Nil Nil
Chief Executive
Officer
Bryant A.Downey, 1996 $ 99,428 Nil Nil Nil Nil Nil Nil
Chief Technology 1995 $ 90,226 Nil Nil Nil Nil Nil Nil
Officer
David J.Thibodeau, 1996 $ 83,145 $ 5,000 $18,736 Nil Nil Nil Nil
Vice President - 1995 $ 74,140 Nil Nil Nil Nil Nil Nil
Customer Support
Services
<FN>
(1) The Corporation was not a reporting company pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act
of 1934 at any time prior to fiscal 1995.
(2) Mr. Thibodeau became a Named Executive Officer during fiscal 1996.
</FN>
</TABLE>
Stock Options
The following table sets forth information regarding stock options
granted to the Named Executive Officers during fiscal 1996 and 1995:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST TWO FISCAL YEARS
Individual Grants
Name Year Number of Securities % of Total Options
Underlying Options Granted to Employees Exercise of Base Expiration
Granted # in Fiscal Year Price ($/Sh.) Date
<S> <C> <C> <C> <C> <C>
David J.Thibodeau 1996 9,000 4.10% $1.14/Sh. June, 2006
1995 6,000 4.24% $0.69/Sh. March, 2005
</TABLE>
The following table sets forth information regarding stock options exercised
by the Named Executive Officers during 1996 and the value of unexercised
in-the-money options held by the named parties as of September 2, 1996:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options at
Shares Options at FY-End # FY-End ($)
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James R. 2,250 $1,013.00 -- -- -- --
Walker (1)
<FN>
(1) James Walker resigned from the Corporation on March 15, 1996.
Of the 9,000 options granted to Mr. Walker, 2,250 Options were exercised.
The remaining options were not vested and were cancelled pursuant to the
terms of the 1993 Stock Option Plan.
</FN>
</TABLE>
No stock options were exercised by the Named Executive Officers during fiscal
1995.
Compensation of Directors
During the year ended June 30, 1996, the Corporation's outside directors
(those directors who are not employees of the Corporation) were not
compensated for their services as directors, except for Christopher Hoffmann,
who received $2,408 for fiscal 1996 for his services as director of the
Corporation. The Corporation did not additionally compensate employee
directors during 1996. However, in an effort to attract additional
knowledgeable and experienced outside directors, beginning in fiscal 1997, the
Company will compensate, on a prospective basis, newly-elected directors
(elected for the first time). Such directors will be paid an annual stipend
of $5,000 (to be paid on a quarterly basis), and fees of $1,000 per Board
meeting attended in person, $500 if the meeting is held by telephone
conference call (or if a meeting held in person is attended by conference
call), $500 to each board committee member for each committee meeting when
held concurrently with a meeting of the Board, whether attended in person or
by conference call, and $500 to each board committee member for each committee
meeting attended on a day other than a day on which a meeting of the full
Board is held, whether attended in person or by conference call. The Company
will also reimburse, on a prospective basis, those newly-elected nonemployee
directors for travel expenses incurred in attending meetings of the Board and
its committees.
Subject to shareholder approval (See Proposal 3 - Amendment to Stock
Option Plan), beginning in fiscal 1997, newly-elected nonemployee directors
will be eligible to participate in the 1993 Stock Option Plan. Stock option
grants under the Plan will be determined by a Committee of the Board of
Directors.
Employment Agreements
There are no employment contracts in place between the Company and any
third party.
PROPOSAL 2 -- APPOINTMENT OF AUDITORS
The accounting firm of Deloitte & Touche is presently serving as the
Corporation's independent accounting firm. Deloitte & Touche also served as
the Corporation's independent auditors with respect to the Corporation's
financial statements for the fiscal year ended June 30, 1996.
At the annual meeting of shareholders, it is proposed to appoint Deloitte
& Touche, as auditors of the Corporation to hold office until the next annual
meeting of shareholders at a remuneration to be fixed by the Board of
directors. Representatives of Deloitte & Touche are not expected to be
present at the Annual Meeting, but they may be made available via telephone to
respond to any questions that may arise.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF DELOITTE
& TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.
PROPOSAL 3 -- AMENDMENT TO STOCK OPTION PLAN
The Corporation has a 1993 Stock Option Plan (the "Plan"), whereby a
Committee of the Board of Directors designated to administer the Plan (the
"Committee") may at any time, or from time to time, grant stock incentives
under the Plan to, and only to, those employees who in the opinion of the
Committee can contribute significantly to the growth and successful operations
of the Corporation ("Eligible Employees"). Stock incentives shall be granted
in the form of a stock option ("Option"). The Committee consists of not less
than two directors of the Corporation designated by the Board of Directors.
Grants of Options may be recommended by the Committee either with or without
consultation with employees, but the Committee has full authority to act in
the matter of selection of all Eligible Employees and in recommending stock
incentives to be granted to them.
Subject to the provisions of the Plan, the Committee may amend or
terminate the Plan, provided that to the extent necessary to comply with
applicable laws and regulations, the Corporation shall obtain the approval of
the shareholders of the Corporation. No amendment or discontinuance of the
Plan by the Committee or the shareholders of the Corporation will, without the
consent of the employees, adversely affect any stock incentive theretofore
granted to any employee.
The Plan currently limits the granting of stock options to only those
individuals who are employed by the Corporation. In August 1996, the
Committee recommended and the Board of Directors adopted, subject to
shareholder approval, an amendment to the Plan to allow nonemployees such as
directors and consultants, with eligibility to participate in the Plan.
Except for the aforementioned proposed amendment, no other amendments to the
Plan requiring shareholder approval shall be adopted by the Committee.
The resolutions that will be introduced at the annual meeting of
shareholders seeking approval of the amendments to the Plan to allow
nonemployee participation are as follows:
RESOLVED, that Section 5 of the Plan be amended and restated in its
entirety to read as follows:
"5. Eligibility
a. Incentive Options may be granted to any Employee or Director as the
Committee may from time to time designate. Only Directors that are also
Employees of the Company shall be eligible to receive an Incentive Option. In
selecting the individuals to whom Incentive Options shall be granted, as well
as in determining the number of Incentive Options granted, the Committee shall
take into consideration such factors as it deems relevant in connection with
accomplishing the purpose of the Plan. Subject to the provisions of Section 3
hereof, an Employee may, if he or she is otherwise eligible, be granted an
additional Incentive Option or Incentive Options if the Committee shall so
determine.
b. Non-Qualified Options may be granted to any Consultant or
nonemployee Director as the Committee may from time to time designate. In
selecting the individuals to whom Non-Qualified Options shall be granted, as
well as in determining the number of Non-Qualified Options granted, the
Committee shall take into consideration such factors as it deems relevant in
connection with accomplishing the purpose of the Plan. Subject to the
provisions of Section 3 hereof, a Consultant or Director may, if he or she is
otherwise eligible, be granted an additional Non-Qualified Option or
Non-Qualified Options if the Committee shall so determine."
RESOLVED FURTHER, that the definition of "Optionee" in Section 2(i) of
the Plan be amended and restated in its entirety to read as follows:
"i. "Optionee" shall mean an Employee, Consultant or Director who
received an Option."
RESOLVED FURTHER, that the following definition is hereby added as
Section 2(m) to the Plan:
"m. "Consultant" shall mean any person who has contracted with or
agreed to provide services for the Company who is not an Employee or
Director."
RESOLVED FURTHER, that Section 9(c)(ii) of the Plan be amended and
restated in its entirety to read as follows:
"(ii) Period Within Which Option May be Exercised. No more than the
following percentages of each Option granted to Employees under this Plan may
be exercised prior to expiration of the following number of years after the
effective date of the grant of such Option:
Years After Percentage of Option Shares
Date of Grant Eligible for Exercise
Less than one *0%
At least one but less than two 25%
At least two but less than three 50%
At least three but less than four 75%
At least four but no more than five 100%
* unless waived by the Committee
Subject to the terms and conditions of this Section 9, Options granted
to Directors or Consultants shall vest under this Plan and may be exercised
one year after the effective date of the grant of an Option."
RESOLVED FURTHER, that Section 9(c)(iii) of the Plan be amended and
restated in its entirety to read as follows:
"(iii)Termination of Status as an Employee, Director or Consultant.
In the event of the termination in an Optionee's status as an Employee,
Director or Consultant (as the case may be) for any reason whatever, or
expiration of a contract or other agreement with a Consultant, subsequent to
such termination an Optionee may, subject to the limitations set forth in the
Option Agreement, exercise Options to the extent that such Employee, Director,
or Consultant was entitled to exercise the Option or Options at the date of
such termination, pursuant to the terms of the Option Agreement. To the
extent that such Employee, Director, or Consultant was not entitled to
exercise the Option or Options at the date of such termination, or if such
Employee, Director or Consultant does not exercise such Option or Options
(which such Employee, Director or Consultant was entitled to exercise) within
the time specified in the Option Agreement, the Option or Options shall
terminate."
RESOLVED FURTHER, that Section 13 of Plan be amended and restated in its
entirety to read as follows:
"13. Time of Granting Options
The date of grant of an Option shall, for all purposes, be the date on
which the Committee makes the determination granting such Option. Notice of
the determination shall be given to each Employee, Director or Consultant to
whom an Option is so granted within a reasonable time after the date of such
grant.
In the event the Committee cancels, with the consent of Optionee, any
Option granted under this Plan, and a new Option is substituted therefor, the
date that the cancelled Option was originally granted shall be the date used
to determine the earliest date for exercising the new substituted Option under
Section 8 so that the Optionee may exercise the substituted Option at the same
time as if the Optionee had held the substituted Option since the date the
cancelled Option was granted."
Adoption of the above resolution requires the affirmative vote of the
holders of a majority of the Corporation's Common Stock present in person or
by proxy at the Annual Meeting and entitled to vote. Proxies in the form
solicited hereby which are returned to the Corporation will be voted in favor
of the resolutions unless otherwise instructed by the shareholders.
Abstentions and shares not voted by brokers and other entities holding shares
on behalf of beneficial owners will have the same effect as votes cast against
the resolutions, provided such shares are properly present at the meeting in
person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE 1993 STOCK
OPTION PLAN.
New Plan Benefits
Except as reflected in the following table, no specific determinations
have been made or can be made in advance as to the future recipients of stock
incentives under the Plan. The table sets forth both known future grants and
actual grants under the plans in fiscal year 1996. The information in this
table is subject to change in light of facts and circumstances that may occur
in the future but are not presently known to the Corporation.
NEW PLAN BENEFITS
Actual Grants Known Future Dollar
Name and Position in Fiscal 1996(1) Grants(1) Value(4)
Diane M. Kamionka, Nil Nil --
President & Chief
Executive Officer
Bryant A. Downey, Nil Nil --
Chief Technology
Officer
David J. Thibodeau, 9,000 Nil --
Vice President -
Customer Support
Services
Executive Officer 9,000 Nil --
Group
John G. Slater, 35,000 Nil --
Employee/Director
Non-Executive Director 35,000 Nil --
Group
Non-Executive 175,015 50,000(3) --
Employee Officer Group
All Groups 219,015(2) 50,000(3) --
(1) All grants referenced are of Options.
(2) Of the 219,015 options granted in fiscal 1996, none have been forfeited.
(3) These options were granted in August 1996.
(4) Due to the nature of the stock options, those listed cannot be valued at
this time.
1997 SHAREHOLDER PROPOSALS
In order for any shareholder proposals for the 1997 Annual Meeting of
Shareholders to be eligible for inclusion at the meeting, they must be
received by the Secretary of the Corporation at 2100 Sherman Avenue,
Cincinnati, Ohio 45212, prior to April 30, 1997.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented to
the meeting and does not intend to bring other matters before the meeting.
However, if other matters properly come before the meeting, it is intended
that the persons named in the accompanying proxy will vote thereon according
to their best judgment in the interests of the Corporation. The contents and
the sending of this Information Circular have been approved by the board of
directors.
DATED: September 4, 1996
Bryant A. Downey
Secretary
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 Sherman Avenue
Cincinnati, Ohio 45212
FORM OF PROXY
Proxy Solicited by Management and Board of Directors
The undersigned shareholder of Cintech Tele-Management Systems, Inc. (the
"Corporation") hereby appoints Diane M. Kamionka or, failing her, Bryant A.
Downey, or, instead of and to the exclusion of all of the foregoing,
_____________________________ as nominee, to attend, act and vote for the
undersigned at the annual meeting of shareholders of the Corporation, to be
held on Tuesday, October 8, 1996 and at any adjournment thereof in the
following manner:
Please mark X in the appropriate box. The Board of Directors recommends a FOR
vote on each proposal.
1. To elect Directors;
___ FOR all nominees listed below __ WITHHOLD AUTHORITY
(except as marked to the contrary below)
DIANE M. KAMIONKA, BRYANT A. DOWNEY, JOHN G. SLATER, FRANK W. TERRIZZI, ROBERT
I. WESTHEIMER, CARTER F. RANDOLPH
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below)
_________________________________________________________________
_________________________________________________________________
2. To appoint auditors and to authorize the directors to fix their
remuneration;
___ FOR _____ ABSTAIN _____ AGAINST
3. To approve and ratify a resolution to amend the 1993 Stock Option Plan to
allow non-employee participation;
___ FOR _____ ABSTAIN ____ AGAINST
4. In its discretion, the proxy is authorized to vote upon variations or
amendments to the matters identified above and such other business as may
properly come before the meeting or any adjournment thereof to the extent such
is permitted under Rule 14a-4(c) of the U.S. proxy rules. In its discretion,
the proxy is authorized to vote upon variations or amendments to the matters
identified above and such other business as may properly come before the
meeting or any adjournment thereof to the extent such is permitted under Rule
14a4(c) of the U.S. proxy rules.
The undersigned hereby revokes any proxies dated prior to the date hereof.
DATED ________________ ____, 1996
________________________________________
Signature of Shareholder
________________________________________
Print Name
Notes:
(1) A proxy must be signed by the shareholder or his attorney authorized in
writing.
(2) If the form proxy is not dated in the blank space above, the proxy is
deemed to bear the date on which it is mailed by the person making the
solicitation.
(3) You may appoint any person, who need not be a shareholder, as nominee,
other than those persons specifically named above, to attend and act on the
shareholder's behalf at the meeting by inserting the name of such person in
the blank space provided above or by completing another appropriate form of
proxy.
(4) Your shares will be voted in accordance with your instructions given
above. If no instructions are given for a particular item, your shares will
be voted for that item.
(5) A shareholder who has given a proxy may revoke it by depositing an
instrument in writing (including another proxy) executed by the shareholder or
by the shareholder's attorney authorized in writing at the registered office
of the Corporation at any time up to and including the last business day prior
to the day the meeting or any adjournment thereof is to be held, or with the
chairman of the meeting (in writing or in open meeting) on the day of the
meeting at any time before it is exercised on any particular matter or in any
other manner permitted by law including attending the meeting in person.
(6) If shares are registered in the name of an executor, administrator,
trustee or similar holder, such holder must set out his/her full title and
sign the proxy exactly as registered. If shares are registered in the name of
a deceased or other shareholder, the shareholder's name must be printed in the
space provided, the proxy must be signed by the legal representative with
his/her name printed below his/her signature and evidence of authority to sign
on behalf of the shareholder must be attached to the proxy.
(7) This proxy ceases to be valid one year from its date.
