<PAGE> 1
================================================================================
SCHEDULE 14A
(Rule 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule Section 240 14a-11(c) or
Section 240 14a-12.
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
(Name of Registrant as Specified in its Charter)
XXXXXXXXXXXXXXXX
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
...........................................................................
(2) Aggregate number of securities to which transaction applies:
...........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
...........................................................................
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
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. will be held at The Westin Hotel Cincinnati, 21 E.
Fifth Street, Cincinnati, Ohio 45202 on Tuesday, October 24, 2000 at 10:00 a.m.
EDT for the following purposes:
1. To elect five directors;
2. To appoint auditors and to authorize the directors to fix their
remuneration;
3. To adopt a resolution to amend the Articles of Incorporation to
change the name of the Corporation from Cintech Tele-Management
Systems, Inc. to Cintech Solutions, Inc.
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, which contains details of
matters to be considered at the Meeting, 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 c/o Computershare,
100 University Ave., 8th Floor, Toronto, Ontario, M5J 2Y1, prior to the close of
business (5:00 p.m.) on Monday, October 23, 2000.
Dated at Cincinnati, Ohio this 23rd day of September 2000.
BY ORDER OF THE BOARD
/s/ BRYANT A. DOWNEY
-------------------------------------
BRYANT A. DOWNEY
SECRETARY
-------------------------------------------------------------------------------
IMPORTANT
A 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.
-------------------------------------------------------------------------------
<PAGE> 3
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
PROXY STATEMENT
September 23, 2000
SOLICITATION OF PROXIES BY MANAGEMENT
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY
THE MANAGEMENT AND BOARD OF DIRECTORS OF CINTECH TELE-MANAGEMENT SYSTEMS, INC.
OF PROXIES TO BE USED at the Annual Meeting of Shareholders of Cintech
Tele-Management Systems to be held on Tuesday, October 24, 2000, at The Westin
Hotel Cincinnati, 21 East Fifth Street, Cincinnati, Ohio and at any adjournment
thereof for the purposes set forth in the accompanying Notice of Annual Meeting.
The cost of this solicitation will be borne by Cintech Tele-Management Systems.
This Proxy Statement is being mailed to shareholders on or about September 23,
2000.
APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES
The persons whose names are printed on the accompanying Proxy are officers
of Cintech Tele-Management Systems. 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
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 Cintech Tele-Management Systems, c/o its agent, Montreal Trust
c/o Computershare, 100 University Ave., 8th Floor, Toronto, Ontario, M5J 2Y1, 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 a later
dated proxy executed by the shareholder 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 by giving notice of
revocation to the Chairman or Secretary of the corporation in writing or in open
meeting at any time before the earlier proxy 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 adoption of a resolution
to amend the Articles of Incorporation to change the name of Cintech
Tele-Management Systems, the election of directors and the appointment of
auditors, the common shares represented by 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 proposals, the shares
will be voted FOR the resolution to amend the Articles of Incorporation, FOR the
election of the persons nominated for election as directors and FOR the
appointment of auditors as referred to in this Proxy Statement.
THE ENCLOSED PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED
THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, 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 SECURITIES EXCHANGE ACT OF 1934. AS OF THE DATE OF THIS
PROXY STATEMENT,
<PAGE> 4
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 Annual Meeting of
Shareholders as of September 11, 2000 is 12,325,328. 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 11, 2000. 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 establishes that he owns the shares, and
requests the transfer agent, Montreal Trust c/o Computershare, 100 University
Ave., 8th Floor, Toronto, Ontario, M5J 2Y1, 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 Cintech Tele-Management Systems, 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 Cintech Tele-Management Systems entitled to
be voted at the Annual Meeting of Shareholders as of September 11, 2000 are as
follows:
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE OF OUTSTANDING
CLASS BENEFICIAL OWNER OWNERSHIP COMMON SHARES
--------------------- ------------------------------ --------------------------- -------------------------------
<S> <C> <C> <C>
Common Stock Diane M. Kamionka 3,431,529 shares owned 27.84%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock Bryant A. Downey 1,717,652 shares owned 13.94%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.69%
625 Eden Park Dr. beneficially
Cincinnati, Ohio 45202
Common Stock S. William Miller 1,197,368 shares owned 9.71%
625 Eden Park Dr. beneficially
Cincinnati, Ohio 45202
Common Stock Clinton Springs Partnership 1,138,157 shares owned 9.23%
36 East Fourth Street beneficially
Suite 905
Cincinnati, Ohio 45202
</TABLE>
<PAGE> 5
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 11, 2000:
<TABLE>
<CAPTION>
NAME AND AMOUNT AND NATURE OF
POSITION OF BENEFICIAL
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
---------------------------- ------------------------------- ------------------------- -------------------------
<S> <C> <C> <C>
Common Stock Diane M. Kamionka 3,431,529 shares owned 27.84%
President and Chief Executive beneficially
Officer
Common Stock Bryant A. Downey 1,717,652 shares owned 13.94%
Chief Technology Officer and beneficially
Secretary
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.69%
Director
Common Stock John G. Slater 197,000(2) 1.60%
Director
Common Stock Carter F. Randolph 27,000(3) 0.22%
Director
Common Stock David J. Thibodeau Nil Nil
Vice President - Customer
Support Services
Common Stock Charles W. Bowen 4,000 0.03%
Senior Vice President -
Distribution Services
Common Stock Michael E. Freese Nil Nil
Director - Finance
& Administration
All Directors and 6,818,285 shares owned 55.32%
Executive Officers as a beneficially
Group (8 persons)
</TABLE>
(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) Includes grants of options for 30,000 shares that were awarded and subject
to the provisions of the Amended and Revised Stock Option Plan.
(3) Includes grants of options for 17,000 shares that were awarded and subject
to the provisions of the Amended and Revised Stock Option Plan.
<PAGE> 6
The following table sets forth certain information as to each person who
currently serves as a director or executive officer of Cintech Tele-Management
Systems:
<TABLE>
<CAPTION>
POSITION HELD WITH
NAME AGE PRINCIPAL OCCUPATION FOR PAST CINTECH TELE-MANAGEMENT SERVED AS DIRECTOR
FIVE YEARS SYSTEMS OR OFFICER SINCE;
------------------------- --------- -------------------------------- -------------------------- ----------------------
<S> <C> <C> <C> <C>
Diane M. Kamionka 53 President and Chief Executive President, Chief 1987
Officer of Cintech Executive Officer,
Tele-Management Systems Chairperson of the Board
of Directors
Bryant A. Downey 37 Chief Technology Officer of Secretary, Treasurer, 1987
Cintech Tele-Management Director
Systems
Frank W. Terrizzi 57 Investment Advisor, Director 1990
Renaissance Investment
Management
John G. Slater 65 Retired Executive Director 1989
Carter F. Randolph 44 Chairman and Chief Executive Director 1996
Officer, Randolph Company
David J. Thibodeau 51 Vice President of Customer Vice President of 1996
Support Services for Cintech Customer Support Services
Tele-Management Systems
Charles W. Bowen 55 Senior Vice President of Sales Senior Vice President of 1998
& Marketing for Cintech Distribution Services
Tele-Management Systems
Michael E. Freese 44 Director of Finance & Director of Finance & 2000
Administrative Services for Administrative Services
Cintech Tele-Management
Systems
</TABLE>
Each of the officers has been engaged in their principal occupation
indicated above for the previous five years, except for Mr. Thibodeau who prior
to becoming an Executive Officer of the Company during 1996 was Director of
Business Development for the Company, and Mr. Bowen who prior to becoming an
Executive Officer during 1998 was Director, Business Development for Sprint from
1991 thru 1994 and Vice President & General Manager for Sprint Healthcare
Systems, Inc. from 1995 thru 1998, and Mr. Freese who prior to becoming an
Executive Officer during 2000 was Controller for the Company from 1996 thru 1998
and Controller / Cost Accounting Manager for The Buschman Company from 1992 thru
1995.
None of the directors is a director or officer of any other public company.
There are no transactions between Cintech Tele-Management Systems and any
director or officer of the company, or any immediate family members of a
director or executive officer, in excess of $60,000.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors of Cintech Tele-Management Systems to be elected at
the Annual Meeting of Shareholders is Five. Diane M. Kamionka, Bryant A. Downey
and Frank W. Terrizzi are all current directors who have been nominated for
re-election. The Board of Directors has also nominated Christopher D. Brennan
and Carol E. Snell to be elected as members of the Board of Directors. John G.
Slater and Carter F. Randolph have each declined to stand for re-election.
NOMINEES RECEIVING THE FIVE HIGHEST TOTALS OF VOTES CAST IN THE ELECTION WILL BE
ELECTED AS DIRECTORS.
<PAGE> 7
The following table lists certain information concerning the persons who
have been nominated for election as directors. The respective nominees have
furnished the information as to the number of shares beneficially owned.
<TABLE>
<CAPTION>
COMMON SHARES
POSITION WITH CORPORATION OR BENEFICIALLY
SIGNIFICANT AFFILIATES AND PRINCIPAL DIRECTOR OWNED OR
NAME AGE OCCUPATION OR BUSINESS SINCE CONTROLLED
---------------------------- --------- ------------------------------------- ------------ ------------------
<S> <C> <C> <C> <C>
Diane M. Kamionka 53 President and Chief Executive 1987 3,431,529
Officer of Cintech Tele-Management
Systems
Bryant A. Downey 37 Chief Technology Officer of Cintech 1987 1,717,652
Tele-Management Systems
Frank W. Terrizzi 57 Investment Advisor, Renaissance 1990 1,441,104
Investment Management (Investment
management company)
Christopher D. Brennan 43 President of Mobileum, Inc New
(Solutions for wireless e-commerce).
Carol E. Snell 51 Chairman of Ivus New 9,000(1)
(Provider of out-sourced web based
customer care)
</TABLE>
(1) Includes grants of options for 9,000 shares that were awarded and subject to
the provisions of the Amended and Revised Stock Option Plan.
Except as set forth below, each of the foregoing nominees for 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. Brennan, prior to
his current position with Mobileum, Inc., was Chief Financial Officer and Senior
Vice President, Finance & Administration for Genesys Telecommunications
Laboratories, Inc. from April 1999 thru April 2000. Prior to Genesys
Telecommunications Laboratories, Inc., Mr. Brennan held the position of Chief
Financial Officer and Corporate Secretary for Diamond Lane Communications from
September 1997 thru April 1999. From April 1994 thru July 1997, Mr. Brennan was
with UB Networks, a wholly owned subsidiary of Newbridge Networks, most recently
as President and Chief Operating Officer. Ms. Snell prior to her current
position with Ivus, has held various Board positions with several companies from
1998 thru 2000. These companies have included Vavaldi Networks, RightPoint,
Inc., Chordiant Software and Open-Minded Solutions. From 1997 thru 1998, Ms.
Snell served as Chief Executive Officer of WebFlow Corporation and from 1994
thru 1996 was Senior Vice President and General Manager of Global Business
Solutions for Octel.
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Cintech
Tele-Management System's officers and directors and persons who own more than
10% of any class of equity securities to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Officers, directors
and greater than 10% shareholders are required to furnish the company copies of
all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4
and amendments thereto furnished to Cintech Tele-Management Systems during
fiscal 2000 and Forms 5 and amendments thereto furnished
<PAGE> 8
with respect to fiscal 2000, all directors, officers and greater than 10%
shareholders filed the reports required by Section 16(a) on a timely basis.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
In the fiscal year ended June 30, 2000, 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).
Cintech Tele-Management Systems has an Audit Committee of the Board of
Directors. The Audit Committee, which held one (1) meeting during fiscal 2000,
recommends to the entire Board of Directors the independent auditors to be
employed by Cintech Tele-Management Systems, 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
2000 were Diane M. Kamionka, Carter F. Randolph, John G. Slater and Frank W.
Terrizzi.
Cintech Tele-Management Systems has a Compensation Committee of the Board
of Directors, which held one (1) meeting during fiscal 2000. The Compensation
Committee determines the compensation arrangements for the President and Chief
Technology Officer of Cintech Tele-Management Systems and reviews proposed
changes in management organization. The present members of the Compensation
Committee are John G. Slater, Frank W. Terrizzi and Carter F. Randolph.
Cintech Tele-Management Systems also has a Stock Option Committee, which
administers its stock option plan, 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 (Former Non-Executive
Employee and Director), who was awarded grants of options for 30,000 shares and
Mr. Randolph who was awarded grants of options for 17,000 shares. Both awards
were subject to the provisions of the 1993 Stock Option Plan, as amended. This
Committee met once during fiscal 2000.
COMPENSATION OF DIRECTORS AND OFFICERS
The following table sets forth the compensation earned by and paid to the
Chief Executive Officer and the 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 $100,000. There are no other named executive officers who would have
received total salary, bonus, and other compensation which exceeded U.S.
$100,000. In addition, there were no individuals for whom disclosure would have
been provided under the previous sentence but for the fact that the individual
was not serving as an officer of Cintech Tele-Management Systems at the end of
the most recently completed financial year end.
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- -------------------------------
NAME AND FISCAL SALARY BONUS OTHER ANNUAL SECURITIES RESTRICTED LTIP ALL
PRINCIPAL YEAR ($) ($)(1) COMPENSATION UNDER SHARES OR PAYOUTS OTHER
POSITION ($) (2) OPTIONS/ RESTRICTED ($) COMPENSATION ($)
SAR'S SHARE
GRANTED (#) UNITS ($)
--------------- --------- ---------- --------- ----------------- --------------- ----------------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Diane M. 2000 $201,158 $142,540 $8,385 Nil Nil Nil Nil
Kamionka 1999 $176,215 $317,016 Nil Nil Nil Nil Nil
President & 1998 $144,553 $47,500 Nil Nil Nil Nil Nil
Chief
Executive
Officer
Bryant A. 2000 $171,122 $15,000 Nil Nil Nil Nil Nil
Downey, 1999 $141,284 $25,000 Nil Nil Nil Nil Nil
Chief 1998 $116,636 $12,000 Nil Nil Nil Nil Nil
Technology
Officer
David J. 2000 $110,343 $ 25,295 Nil Nil Nil Nil Nil
Thibodeau, 1999 $101,399 $ 43,115 Nil Nil Nil Nil Nil
Vice 1998 $ 90,012 $ 35,907 Nil Nil Nil Nil Nil
President -
Customer
Support
Services
Charles W. 2000 $149,962 $29,884 Nil Nil Nil Nil Nil
Bowen, 1999 $ 72,501 $26,108 Nil Nil Nil Nil Nil
Senior Vice
President -
Distribution
Services
Michael E. 2000 $ 96,317 $15,000 Nil Nil Nil Nil Nil
Freese, 1999 $ 86,371 $12,000 Nil Nil Nil Nil Nil
Director of 1998 $ 66,004 Nil Nil Nil Nil Nil Nil
Finance &
Administration
</TABLE>
(1) Amounts are on an earned basis and may not have actually been paid as of
fiscal year end. Messrs. Thibodeau and Bowen include both earned
commission and bonus income.
(2) The amount in this column represents personal usage of company-provided
automobile.
<PAGE> 10
STOCK OPTIONS
The following table sets forth information regarding stock options granted
to the Named Executive Officers in fiscal 2000:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OF
OPTIONS TO EMPLOYEES IN BASE PRICE
NAME GRANTED #(1) FISCAL YEAR (2) ($/SH.) EXPIRATION DATE
------------------------ ------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
Diane M. Kamionka -- -- -- --
Bryant A. Downey -- -- -- --
David J. Thibodeau 20,000 8.26% $1.50/Sh. July 19, 2009
Charles W. Bowen -- -- -- --
Michael E. Freese 20,000 8.26% $1.50/Sh. July 19, 2009
</TABLE>
(1) In fiscal 2000 the Company granted a total of 242,190 stock options to
employees, 20,000 on March 16, 2000, 5,000 on October 26, 1999, and 208,875
on July 19, 1999.
(2) Percentages based upon the total stock options granted (242,190) in fiscal
2000.
<PAGE> 11
The following table sets forth information regarding stock options
exercised by the Named Executive Officers during the last fiscal year and the
value of unexercised in-the-money options held by such named Executive Officers
as of September 11, 2000:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SHARES OPTIONS AT FY-END (#) MONEY OPTIONS AT FY-END ($)
ACQUIRED ON VALUE --------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Diane M. Kamionka -- -- -- -- -- --
Bryant A. Downey -- -- -- -- -- --
David J. Thibodeau -- -- 35,000 40,000 $56,100 $52,150
Charles W. Bowen -- -- 30,000 90,000 $25,800 $77,400
Michael E. Freese -- -- 27,000 42,500 $44,505 $55,750
</TABLE>
COMPENSATION OF DIRECTORS
Each director that became a director for the first time on or after October
8, 1996, who is not also an employee of the Company, is entitled to receive
compensation in the form of 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.
During the year ended June 30, 2000, Carter Randolph was the only director
of Cintech Tele-Management Systems entitled to receive any compensation. He
received $9,500 for fiscal 2000 for his services as director of Cintech
Tele-Management Systems. No other compensation was paid to any director during
fiscal 2000.
Beginning in fiscal 2001, the Company will compensate newly elected
non-employee directors (elected for the first time) with 45,000 stock options
granted in accordance with the provisions of the Amended and Revised Stock
Option Plan.
The Company also reimburses any such non-employee directors for travel
expenses incurred in attending meetings of the Board and its committees.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment contracts.
PROPOSAL 2 -- APPOINTMENT OF AUDITORS
The accounting firm of Deloitte & Touche LLP is presently serving as
Cintech Tele-Management Systems's independent accounting firm. Deloitte & Touche
also served as Cintech Tele-Management Systems's independent auditors with
respect to Cintech Tele-Management Systems's financial statements for the fiscal
year ended June 30, 2000.
At the Annual Meeting of Shareholders, the Board of Directors proposes to
appoint Deloitte & Touche as auditors of Cintech Tele-Management Systems to hold
office until the next annual meeting of shareholders at remuneration to be fixed
by the Board of Directors. Representatives of Deloitte & Touche are expected to
be present at the Annual Meeting to respond to any questions that may arise.
<PAGE> 12
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF DELOITTE
& TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS. The affirmative vote of the
holders of a majority of the outstanding shares of Cintech Tele-Management
Systems common stock is necessary for the appointment of Deloitte & Touche as
the company's independent auditors.
PROPOSAL 3 - AMENDMENT OF ARTICLES OF INCORPORATION
In consideration of the range of products and services of the company
and to update the company's name, the Board of Directors proposes to change the
name of the company from "Cintech Tele-Management Systems, Inc." to "Cintech
Solutions, Inc." by amending the Articles of Incorporation of the company. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION TO AMEND THE ARTICLES
OF INCORPORATION. The affirmative vote of the holders of two-thirds of the
outstanding shares of Cintech Tele-Management Systems common stock is necessary
for the adoption of the proposed amendment of the Articles of Incorporation.
2001 SHAREHOLDER PROPOSALS
In order for any shareholder proposals for the 2001 Annual Meeting of
Shareholders to be eligible for inclusion at the meeting, they must be received
by the Secretary of Cintech Tele-Management Systems at 2100 Sherman Avenue,
Cincinnati, Ohio 45212, prior to May 24, 2001.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
at the Annual Meeting of Shareholders 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 Cintech
Tele-Management Systems. The contents and the sending of this Proxy Statement
have been approved by the Board of Directors.
DATED: September 23, 2000
/s/ Bryant A. Downey
--------------------------
Bryant A. Downey
Secretary
<PAGE> 13
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
PROXY
The undersigned shareholder of Cintech Tele-Management Systems, Inc. (the
"Corporation") hereby appoints DIANE M. KAMIONKA or, failing her, BRYANT A.
DOWNEY, or _____________________________ (complete blank only to appoint someone
other than Ms. Kamionka or Mr. Downey) as proxy, to attend, act and vote for the
undersigned at the annual meeting of shareholders of the Corporation, to be held
on Tuesday, October 24, 2000 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.
<TABLE>
<S> <C> <C> <C>
1. To elect Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below)
DIANE M. KAMIONKA, BRYANT A. DOWNEY, FRANK W. TERRIZZI,
CHRISTOPHER D. BRENNAN, CAROL E. SNELL
(INSTRUCTION: To withhold authority to vote for any individual nominee, write the
nominee's name on the space provided below)
2. To appoint Deloitte &Touche as auditors and to authorize the directors to fix their remuneration:
[ ] FOR [ ] ABSTAIN [ ] AGAINST
3. To adopt the following resolution to amend the Articles of Incorporation:
RESOLVED, that Article First of the Articles of Incorporation of
Cintech Tele-Management Systems, Inc. be, and it hereby is,
amended in its entirety to read as follows:
FIRST: The name of this Corporation shall be Cintech Solutions, Inc.
[ ] 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 Securities
Exchange Act of 1934.
</TABLE>
<PAGE> 14
The undersigned hereby revokes any proxies dated prior to the date hereof.
DATED ________________ ____, 2000
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(Signature of Shareholder) (Signature of Joint Shareholder)
------------------------------------- ------------------------------------
(Print Name) (Print Name)
Please sign this Proxy as your name appears on your stock
certificate(s). ALL JOINT OWNERS MUST SIGN. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title. 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.
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. This proxy ceases to be valid one year from its date.
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.
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.
A shareholder who has given a proxy may revoke it by depositing a
later dated proxy executed by the shareholder 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 by giving notice of
revocation to the Chairman or Secretary of the Corporation in writing or in open
meeting at any time before the eariler proxy is exercised on any particular
matter or in any other manner permitted by law including attending the meeting
in person.
