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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:
[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 14a-11(c) or Rule l4a-12
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] 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:
Class A Common Stock
(2) Aggregate number of securities to which transaction applies:
5,729,699
(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):
$3.66
(4) Proposed maximum aggregate value of transaction:
$20,970,698
(5) Total fee paid:
$4,194
[ ] 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:
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INTERACTIVE FLIGHT TECHNOLOGIES, INC.
222 N. 44th STREET
PHOENIX, ARIZONA 85034
August 23, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders of
Interactive Flight Technologies, Inc. (the "Company") to be held at the
Metropolitan Club, located at One East 60th Street, New York, NY, on Thursday,
September 30, 1999 at 10:30 a.m., local time.
At the Special Meeting, you will be asked to consider and approve the
Company's reincorporation by means of a merger of the Company with and into
Global Technologies, Ltd., a Delaware corporation, for purposes of (a) changing
the Company's name and (b) electing not to be governed by Section 203 of the
General Corporation Law of Delaware, thereby permitting the Company to engage in
business combinations with Irwin L. Gross and his affiliates and associates
without requiring the affirmative vote of at least 66-2/3% of the outstanding
voting stock which is not owned by Mr. Gross or his affiliates and associates.
The enclosed Proxy Statement contains important information concerning the
proposal to be considered at the Special Meeting. We hope you will take the time
to study it carefully. Your vote is very important, regardless of how many
shares you own. Even if you currently plan to attend the Special Meeting in
person, please complete, sign, date and return the enclosed proxy card promptly
in the accompanying self-addressed postage prepaid envelope. If you do join us
at the Special Meeting and wish to vote in person, you may revoke your proxy at
that time.
Sincerely,
/s/ JAMES W. FOX
-------------------------------
James W. Fox, President
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE
SPECIAL MEETING.
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INTERACTIVE FLIGHT TECHNOLOGIES, INC.
222 N. 44th STREET
PHOENIX, ARIZONA 85034
--------------------------------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 30, 1999
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TO THE STOCKHOLDERS OF INTERACTIVE FLIGHT TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of Interactive Flight Technologies, Inc., a Delaware corporation (the
"Company"), will be held at the Metropolitan Club, located at One East 60th
Street, New York, NY, on Thursday, September 30, 1999, at 10:30 a.m., local
time, for the following purposes, all as more fully described in the attached
Proxy Statement:
1. To approve the Company's reincorporation by means of a merger of the
Company with and into Global Technologies, Ltd., a Delaware corporation, for
purposes of (a) changing the Company's name and (b) electing not to be governed
by Section 203 of the General Corporation Law of Delaware, thereby permitting
the Company to engage in business combinations with Irwin L. Gross and his
affiliates and associates without requiring the affirmative vote of at least
66-2/3% of the outstanding voting stock which is not owned by Mr. Gross or his
affiliates and associates (the "Reincorporation Proposal").
2. To transact such other business as may properly come before the Special
Meeting and any and all postponements or adjournments thereof.
The Board of Directors has fixed the close of business on August 17, 1999
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Special Meeting or any postponement or adjournment thereof.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. SHARES
CAN BE VOTED AT THE SPECIAL MEETING ONLY IF THE HOLDER IS PRESENT IN PERSON OR
IS REPRESENTED BY PROXY. ACCORDINGLY, THE COMPANY EARNESTLY REQUESTS THAT YOU
DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE
PROVIDED FOR THAT PURPOSE (TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES) WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN
PERSON. THE PROXY IS REVOCABLE BY YOU AT ANY TIME PRIOR TO ITS EXERCISE AND WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE SPECIAL
MEETING. THE PROMPT RETURN OF THE PROXY WILL BE OF ASSISTANCE IN PREPARING FOR
THE SPECIAL MEETING AND YOUR COOPERATION IN THIS RESPECT IS GREATLY APPRECIATED.
By Order of the Board of Directors
August 23, 1999 /s/ DAVID N. SHEVRIN
---------------------------
David N. Shevrin, Secretary
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INTERACTIVE FLIGHT TECHNOLOGIES, INC.
222 N. 44th STREET
PHOENIX, ARIZONA 85034
--------------------------------------------------------------
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 30, 1999
------------------------------------------------------------
This Proxy Statement and the accompanying proxy are being furnished to
stockholders of Interactive Flight Technologies, Inc., a Delaware corporation
(the "Company") in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") for use in voting at the Special Meeting
of Stockholders to be held at the Metropolitan Club, located at One East 60th
Street, New York, NY, on Thursday, September 30, 1999, at 10:30 a.m., local
time, and at any and all postponements or adjournments thereof (the "Special
Meeting"). This Proxy Statement and the accompanying proxy are first being
mailed or delivered to stockholders of the Company on or about August 23, 1999.
At the Special Meeting, stockholders will be asked to consider and vote
upon the following proposals:
1. To approve the Company's reincorporation by means of a merger (the
"Merger") of the Company with and into Global Technologies, Ltd., a Delaware
corporation ("GTL"), for purposes of (a) changing the Company's name and (b)
electing not to be governed by Section 203 of the General Corporation Law of
Delaware ("Delaware Law"), thereby permitting the Company to engage in business
combinations with Irwin L. Gross and his affiliates and associates without
requiring the affirmative vote of at least 66-2/3% of the outstanding voting
stock which is not owned by Mr. Gross or his affiliates or associates (the
"Reincorporation Proposal").
2. To transact such other business as may properly come before the Special
Meeting and any and all postponements or adjournments thereof.
The enclosed proxy provides that each stockholder may specify that his or
her shares be voted "For" or "Against", or "Abstain" from voting with respect
to, the Reincorporation Proposal. If the enclosed proxy is properly executed,
duly returned to the Company in time for the Special Meeting and not revoked,
the shares represented by the proxy will be voted in accordance with the
instructions contained thereon. Where a signed proxy is returned, but no
specific instructions are indicated, the shares represented by the proxy will be
voted FOR the Reincorporation Proposal. Proxies marked as abstaining will be
treated as present for purposes of determining a quorum for the Special Meeting,
but will not be counted as voting in respect of any matter as to which
abstinence is indicated.
Any stockholder who executes and returns a proxy may revoke it in writing
at any time before it is voted at the Special Meeting by: (i) filing with the
Secretary of the Company, at the above address, (A) written notice of such
revocation bearing a later date than the proxy bears or (B) a subsequent proxy
relating to the same shares; or (ii) attending the Special Meeting and voting in
person (although attendance at the Special Meeting will not in and of itself
constitute revocation of a proxy).
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VOTING RIGHTS AND VOTING SECURITIES
The Board has fixed the close of business on August 17, 1999 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Special Meeting (the "Record Date"). Only stockholders of record at the
close of business on the Record Date will be entitled to vote at the Special
Meeting and at any and all postponements or adjournments thereof. On the Record
Date, the Company had 5,729,699 shares of Class A Common Stock, par value $0.01
per share (the "Class A Common Stock" or the "Common Stock") and 3,000 shares of
Series A Preferred Stock, Stated Value $1,000 per share issued and outstanding.
Each holder of Class A Common Stock will be entitled to one vote per share, and
each holder of Series A Preferred Stock will be entitled to approximately 333
votes per share, either in person or by proxy, on each matter presented to the
stockholders of the Company at the Special Meeting.
The holders of a majority of the voting power of the outstanding shares of
Common Stock entitled to vote at the Special Meeting constitute a quorum at the
Special Meeting. The affirmative vote of the holders of at least 66-2/3% of the
votes entitled to be cast at the Special Meeting (whether or not represented in
person or by proxy at the Special Meeting), excluding shares owned by Mr. Gross
or his affiliates or associates, is required to approve the Reincorporation
Proposal.
THE REINCORPORATION PROPOSAL
Stockholders of the Company are being asked to approve the Reincorporation
Proposal so that the Company will not be governed by Section 203 of Delaware Law
("Section 203"). Pursuant to an Agreement and Plan of Merger dated as of August
1, 1999 between the Company and GTL (the "Merger Agreement"), the Company will
be merged with and into GTL (the "Merger"). Pursuant to the Merger Agreement,
stockholders will exchange their shares of Common Stock for an equal number and
class of shares of GTL.
GTL is currently a non-operating, wholly-owned subsidiary of the Company
formed for the purpose of completing the Merger. Upon the completion of the
Merger, GTL will own all assets currently owned by the Company, will be subject
to all of the liabilities of the Company, and will conduct all of the business
operations currently conducted by the Company. Management does not anticipate
that any material change in the business, management, operations or financial
statements of the Company will result from the Merger. All of the Company's
contracts and other assets will vest in GTL. The officers and directors of the
Company immediately prior to the Merger will be the officers and directors of
GTL, respectively, immediately after the Merger. The complete mailing address
and telephone number of the Company, which is 222 N. 44th Street, Phoenix, AZ
85034, 602-200-8900, will be the mailing address and telephone number of GTL
after the Merger.
The Certificate of Incorporation of GTL is substantively identical to the
Amended and Restated Certificate of Incorporation of the Company, except that
the Certificate of Incorporation of GTL contains a provision electing not to be
governed by Section 203 and except for the name of the corporation. All benefit
plans of the Company will be adopted by GTL. The Merger will become effective
upon the filing of a Certificate of
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Merger with the Secretary of State of Delaware. Except as discussed below, the
Merger will have no effect on the rights of the stockholders of the Company.
The following discussion summarizes certain aspects of the Reincorporation
Proposal. This summary is qualified in its entirety by the Merger Agreement
attached as Appendix A to this Proxy Statement.
Background of the Merger; Section 203
On August 25, 1998, Ocean Castle Partners, LLC ("Ocean Partners"), a
company controlled by Mr. Gross, filed preliminary consent solicitation
materials with the Securities and Exchange Commission requesting other
stockholders to join with Ocean Partners to remove the Company's existing Board
of Directors and to select a slate of directors proposed by Ocean Partners. At
that time, Ocean Partners was a 33.9% beneficial owner of the voting power of
the Company pursuant to a Proxy Agreement entered into on August 13, 1998
between Ocean Partners and three stockholders of the Company (the "Proxy
Agreement"). On September 2, 1998, Ocean Partners filed preliminary consent
solicitation/proxy material with the Securities and Exchange Commission to elect
its slate of directors and to support and oppose certain proposals set forth by
the Company. On September 15, 1998, the former Board of Directors resigned and
elected the current directors (who were the Ocean Partners nominees) as the
Board of the Company. In connection with such resignations, the new Board has
undertaken the following: (i) to have at least one independent director, (ii) to
require the Board's unanimous approval of certain transactions, including those
relating to the acquisition, merger or consolidation or sales of assets of the
Company to any person or entity, or any issuance of stock which represents more
than 20% of the outstanding stock of the Company, and (iii) to require the
Company to obtain an outside fairness opinion if it undertakes any transaction
which involves consideration in excess of $6.25 million. At the Annual Meeting
of Stockholders on October 30, 1998, the current Board was elected to staggered
terms.
Section 203, the complete text of which is attached as Appendix B to this
Proxy Statement, defines "interested stockholder" as any person that (a) owns,
or has the right to acquire, 15% or more of a corporation's outstanding voting
stock or (b) is an affiliate or associate of such corporation and was the owner
of 15% or more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which the
determination of whether a person is an "interested stockholder" is made; and
the affiliates and associates of such person. Because Mr. Gross is a director
and the Chief Executive Officer of the Company, he is an affiliate of the
Company; and because he controls Ocean Partners, he "owned" (indirectly, but
within the meaning of Section 203) more than 15% of the outstanding voting stock
of the Company within the past three years. Accordingly, Mr. Gross and his
affiliates (including, in particular, Ocean Partners) and associates are
"interested stockholders." Subject to certain exceptions, Section 203 prohibits
business combinations between corporations and interested stockholders for a
three-year period following the date of the transaction in which such
stockholder becomes an "interested stockholder," unless the Board of Directors
gives prior approval to such transaction or unless the business combination is
approved by the Board of Directors and by holders of at least 66-2/3% of the
outstanding voting stock of the corporation not owned by the interested
stockholder. The Proxy Agreement was not approved in advance by the then Board
of
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Directors. Accordingly, pursuant to Section 203, Mr. Gross and his affiliates
and associates are prohibited, for a three-year period ending on August 13,
2001, from engaging in any "business combination" with the Company, unless such
business combination is approved by the affirmative vote of the holders of at
least 66-2/3% of the outstanding voting stock of the Company not owned by Mr.
Gross or his affiliates or associates. Section 203 broadly defines business
combinations to include certain mergers of the Company (including the Merger);
certain transfers of assets to the interested stockholder by the Company;
certain issuances or transfers by the Company or any subsidiary of the Company
to an interested stockholder of shares of stock of the Company or of any such
subsidiary; certain other transactions resulting in an increase in the
proportionate share of stock of the Company owned by the interested stockholder;
and the receipt by an interested stockholder of certain financial benefits
provided by or through the Company or a direct or indirect majority-owned
subsidiary of the Company.
The Reincorporation Proposal is submitted in this Proxy Statement for such
approval by the Company's stockholders. Although Section 203 is intended to
provide anti-takeover protection for Delaware corporations by imposing
supermajority disinterested stockholder voting requirements for certain
self-dealing transactions with large stockholders, the Board believes that
potential transactions between Mr. Gross or his affiliates or associates on the
one hand and the Company on the other hand could be beneficial to both the
Company and its stockholders (other than Mr. Gross or its affiliates or
associates) and that the need to meet the supermajority disinterested
stockholder approval requirements under Section 203 for each such transaction
makes it more difficult to pursue potentially attractive business opportunities
and more time consuming and expensive to effect them. In that connection, the
Board notes that Delaware Law will continue to require that directors satisfy
their fiduciary duties to all of the stockholders of the Company when
considering transactions with interested stockholders. Moreover, the Board has a
policy that calls for approval of certain transactions between the Company and
others by at least one independent director.
The Reincorporation Proposal provides for the merger of the Company with
and into GTL. GTL's Certificate of Incorporation contains a provision
specifically electing not to be governed by Section 203. Accordingly, if the
Reincorporation Proposal is approved, GTL, as successor to the Company, will be
able to enter into business combinations with Mr. Gross or his affiliates or
associates without obtaining the stockholder approval required by Section 203.
Except for eliminating the requirement that certain transactions be subject to
the supermajority stockholder vote requirement imposed by Section 203 and
changing the name of the Company, the Merger will have no effect on the rights
of stockholders to vote generally under other provisions of Delaware Law or the
requirement that the Company obtain approval of stockholders pursuant to the
rules of NASDAQ.
Reasons for the Reincorporation Proposal; Recommendation of the Board
The entire Board of Directors (with Mr. Gross abstaining) determined the
Reincorporation Proposal to be in the best interests of the Company and its
stockholders
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(without regard to Mr. Gross or any of his affiliates or associates owning
shares). This determination was based on the following considerations:
(i) Given the Company's current development objectives and business
strategy, the Board believes that any anti-takeover benefits that might arise
under Section 203 are outweighed by the Company's need for the support of Mr.
Gross and Ocean Partners and their experience in developing and implementing
business strategies.
(ii) The Board views it as undesirable repeatedly to seek stockholder
approval under Section 203, particularly where the Company is a party to
continuing arrangements with Ocean Partners and Mr. Gross with respect to the
possible business opportunities to which Mr. Gross may be privy.
(iii) Even after Section 203 no longer applies to the Company, certain
transactions involving the Company will continue to require the approval of at
least one independent director.
(iv) The supermajority disinterested voting requirement of Section 203 will
expire automatically with respect to transactions with Mr. Gross and Ocean
Partners in August, 2001, and because of the onerous burdens of complying with
Section 203, the Board concluded that early termination of these requirements
with respect to Mr. Gross and Ocean Partners would be beneficial.
(v) In evaluating whether to eliminate Section 203 with respect to Mr.
Gross and Ocean Partners only or with respect to any other stockholder that
might become an interested stockholder in the future as well, the Board
considered it beneficial to eliminate this potential hurdle in connection with a
change of control transaction involving the Company. The Board believes it has
or could implement adequate means to assure that stockholders are treated fairly
in such a transaction.
Effect of the Reincorporation Proposal on the Rights of the Company's
Stockholders
The Certificate of Incorporation of GTL will be substantively identical to
the Amended and Restated Certificate of Incorporation of the Company, except
that the Certificate of Incorporation contains a provision electing not to be
governed by Section 203 (and other than the name of the corporation). As a
result, stockholders of the Company will not have the right to a vote in
connection with transactions between Mr. Gross or any of his affiliates
(including Ocean Partners) or associates, on the one hand and GTL on the other
hand, unless the requirement of stockholder approval is imposed by another
provision of Delaware Law or the rules of NASDAQ or any exchange on which the
Company's shares are then listed. In addition, if any other person or entity
becomes an interested stockholder in the future, such person or entity will
similarly not be subject to Section 203.
The Reincorporation Proposal, if approved, would allow the Company to enter
into "business combinations" (including financing arrangements involving the
issuance of Common Stock) without requiring the approval of at least 66-2/3% of
the outstanding voting stock not owned by Mr. Gross or any of his affiliates or
associates.
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Appraisal Rights
Section 262 of Delaware Law provides in part that "no appraisal
rights...shall be available for the shares of any class or series of stock,
which stock...at the record date fixed to determine the stockholders entitled
to notice of and to vote at the meeting of stockholders to act upon the
agreement of merger or consolidation were...designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc..."
Because the Company's Class A Common Stock is designated as a national
market system security by NASD, this limitation on appraisal rights applies.
Because the Company's Series A Preferred Stock is not so designated, the holder
of such stock would be entitled to exercise its appraisal rights if it complied
with the requirements of Section 262; however, such holder has waived its
appraisal rights with regard to the Series A Preferred Stock. Consequently, none
of the stockholders of the Company will be entitled to appraisal rights even if
the Merger is approved.
Federal Income Tax Consequences of the Merger
The Merger will qualify as a non-taxable reorganization under Internal
Revenue Code Section 368(a)(1)(F). Therefore, all tax attributes of the Company
will continue to exist as tax attributes of GTL after the merger. Stockholders
of the Company will have neither gain nor loss for Federal income tax purposes
as a result of the Merger.
Accounting Treatment Of The Merger and Financial Information
The Merger will be accounted for as a reverse merger whereby, for
accounting purposes, the Company will be considered the accounting acquiror and
GTL will be treated as the successor to the historical operations of the
Company. Accordingly, the historical financial statements of the Company, which
previously have been reported to the Securities and Exchange Commission ("SEC")
on Forms 10-KSB and 10-QSB, among others, as of and for all periods through
April 30, 1999, will be treated as the financial statements of GTL.
Vote Required
Under Delaware Law, the affirmative vote of the holders of at least 66-2/3%
of the outstanding voting stock of the Company, excluding shares beneficially
owned by Mr. Gross and his affiliates (including Ocean Partners) and associates,
is required to approve the Reincorporation Proposal. As a result, abstentions
and broker non-votes are effectively equivalent to votes against the
Reincorporation Proposal.
THE COMPANY'S BOARD OF DIRECTORS (WITH MR. GROSS ABSTAINING) BELIEVES THAT
THE REINCORPORATION PROPOSAL IS IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
PROPOSAL.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July __, 1999
regarding the ownership of Class A Common Stock and Series A Preferred Stock by
(i) each person known by the Company to own beneficially more than five percent
of any class of the Company's voting securities, (ii) each director of the
Company, (iii) each executive officer of the Company and (iv) all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Class A Series A Percent of
Common Stock Preferred Stock Total
-------------------------- --------------------- ----------
Number Percent Number Percent Voting
Name and Address of Beneficial Owner(1) of Shares of Class(2) of Shares of Class Power(3)
- --------------------------------------- --------- ----------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Irwin L. Gross 456,691(4) 7.9% -- -- 6.8%
Ocean Castle Partners, LLC
Charles T. Condy -- -- -- -- --
Stephen M. Schachman -- -- -- -- --
M. Moshe Porat 2,400 * -- -- *
David N. Shevrin -- -- -- -- --
Morris C. Aaron 14,100(5) * -- -- *
James W. Fox -- -- -- -- --
The Shaar Fund, Ltd. 87,500(6) 1.5% 3,000 100% 16.0%
Ruki Renov(7) 343,698 6.0% -- -- 5.1%
Esther Stahler(8) 294,465 5.1% -- -- 4.4%
All executive officers and directors
of the Company as a group (7 persons) 473,191(4)(5) 8.2% -- -- 7.0%
</TABLE>
- ----------
* Less than 1%.
(1) Unless otherwise noted, all persons named in the table have sole voting and
investment power with respect to all shares beneficially owned by them.
Except as otherwise indicated below, the address of each beneficial owner
is c/o Interactive Flight Technologies, Inc., 222 N. 44th Street, Phoenix,
Arizona 85034. Ocean Castle Partners, LLC's address is 1811 Chestnut
Street, Philadelphia, Pennsylvania, 19103.
(2) Based on 5,729,699 shares of Class A Common Stock outstanding, except that
shares underlying options and warrants to purchase Class A Common Stock
exercisable within sixty (60) days are deemed to be outstanding for
purposes of calculating the percentage owned by the holder(s) of such
options and warrants.
(3) Based on 5,729,699 shares of Class A Common Stock outstanding and 3,000
shares of Series A Preferred Stock outstanding, such Series A Preferred
Stock having an aggregate of 1,000,000 votes, except that shares underlying
options and warrants to purchase Class A Common Stock exercisable within
sixty (60) days are deemed to be outstanding for purposes of calculating
the percentage of total voting power of the holder(s) of such options and
warrants.
(4) Includes 222,207 shares owned by Ocean Castle Partners, LLC, an entity
controlled by Mr. Gross, and 118,518 shares owned by third parties and over
which Mr. Gross retains voting power pursuant to a Proxy Agreement.
(5) Includes 10,000 shares issuable to Morris C. Aaron upon exercise of options
exercisable within 60 days.
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(6) Represents 87,500 shares issuable to The Shaar Fund, Ltd. upon exercise of
a Warrant exercisable within 60 days.
(7) According to Amendment No. 1 to Schedule 13G dated May 31, 1999 filed by
Ruki Renov, Mrs. Renov's address is 172 Broadway, Lawrence, NY 11559. Mrs.
Renov has sole voting power over 9,000 shares owned directly by her, and
options to purchase 86,333 additional shares, which options are exercisable
within 60 days. She has shared voting power over an additional 167,133
shares, and is a principal of an entity that owns options to purchase an
additional 37,333 shares, which options are exercisable within 60 days. Mr.
Renov may also be deemed to be the beneficial owner of 9,333 shares owned
by her spouse and an additional 34,566 shares owned by a family limited
partnership controlled by her.
(8) According to Schedule 13G dated May 31, 1999 filed by Esther Stahler, Mrs.
Stahler's address is 10 Lakeside Drive West, Lawrence, NY 11559. Mrs.
Stahler has sole voting power over 3,666 shares owned directly by her, and
options to purchase 86,333 additional shares, which options are exercisable
within 60 days. She has shared voting power over an additional 167,133
shares (which are believed to be the same shares over which Mrs. Renov has
shared voting power), and is a principal of an entity that owns options to
purchase an additional 37,333 shares, which options are exercisable within
60 days.
STOCKHOLDER PROPOSALS
For stockholder proposals for the next Annual Meeting of Stockholders to be
eligible for inclusion in the Company's Proxy Statement for such meeting, they
must be received by the Company at its principal executive offices on or prior
to October 31, 1999. The Board of Directors will review any stockholder
proposals that are filed as required and will determine whether such proposals
meet applicable criteria for inclusion in the Company's Proxy Statement for such
Annual Meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters that are to be
presented for consideration at the Special Meeting. Should any other matters
properly come before the Special Meeting, it is the intention of the persons
named in the accompanying proxy to vote such proxy on behalf of the stockholders
they represent in accordance with their best judgment.
SOLICITATION OF PROXIES
The cost of this solicitation of proxies will be borne by the Company.
Directors, officers and regular employees of the Company may solicit proxies in
person, by telephone, by mail or by other means of communication, but such
persons will not be specially compensated for such services. In addition, the
Company has retained D.F. King & Co., Inc. to assist in the solicitation of
proxies, to which it will pay a fee of at least [$6,000]. The Company has also
agreed to reimburse the solicitor for its reasonable expenses. The Company has
additionally agreed to indemnify D.F. King & Co., Inc. under certain
circumstances. The Company will reimburse American Stock Transfer & Trust
Company for forwarding proxy materials to beneficial owners. The total estimated
cost for this solicitation of proxies is [$20,000.]
THE COMPANY SHALL PROVIDE TO ANY STOCKHOLDER, WITHOUT CHARGE, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED OCTOBER 31,
1998, UPON THE WRITTEN REQUEST THEREFOR TO INTERACTIVE FLIGHT TECHNOLOGIES,
INC., 222 NORTH 44TH STREET, PHOENIX, AZ 85034, ATTENTION: DAVID N. SHEVRIN,
SECRETARY.
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APPENDIX A
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (hereinafter called the "Merger
Agreement") is made as of August 1, 1999, by and between Interactive Flight
Technologies, Inc., a Delaware corporation ("Oldco"), and Global Technologies,
Ltd., a Delaware corporation ("Newco"). Oldco and Newco are sometimes referred
to herein as the "Constituent Corporations." The Boards of Directors of each of
the Constituent Corporations deem it advisable and to the advantage of each
Constituent Corporation that Oldco merge with and into Newco upon the terms and
conditions herein provided.
NOW, THEREFORE, the parties do hereby adopt the plan encompassed by this
Merger Agreement and do hereby agree that Oldco shall merge with and into Newco
on the following terms, conditions and other provisions:
I. TERMS AND CONDITIONS
1.1 Merger. Oldco shall be merged with and into Newco, and Newco shall be
the surviving corporation (the "Surviving Corporation") effective upon the date
and time when this Merger Agreement, or a Certificate of Merger in lieu thereof,
is filed with the Secretary of State of the State of Delaware (the "Effective
Date").
1.2 Internal Revenue Code Qualifications. For Federal income tax purposes,
it is intended that the Merger shall qualify as a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code, as amended.
1.3 Succession. On the Effective Date, Newco shall succeed to all of the
rights, privileges, powers and property, including without limitation all
rights, privileges, franchises, patents, trademarks, licenses, registrations and
other assets of every kind and description, of Oldco in the manner of and as
more fully set forth in the General Corporation Law of the State of Delaware
(the "DGCL").
1.4 Common Stock of Oldco and Newco. On the Effective Date, by virtue of
the merger and without any further action on the part of the Constituent
Corporations or their stockholders, (i) each share of Class A Common Stock of
Oldco, par value $.01 per share ("Oldco Common Stock"), issued and outstanding
immediately prior thereto shall be changed and converted into one fully paid and
nonassessable share of Class A Common Stock of Newco, par value $.01 per share
("Newco Common Stock"), (ii) each share of Newco Common Stock issued and
outstanding immediately prior thereto shall be cancelled and returned to the
status of authorized but unissued shares and (iii) each share of Oldco Common
Stock issued but held in the treasury of Oldco shall be cancelled.
1.5 Preferred Stock of Oldco. On the Effective Date, by virtue of the
merger and without any further action on the part of the Constituent
Corporations or their stockholders, each share of Series A Preferred Stock of
Oldco, issued and outstanding immediately prior thereto shall be changed and
converted into one fully paid and nonassessable share of Series A Preferred
Stock of Newco.
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1.6 Stock Certificates. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of Oldco
Stock shall be deemed for all purposes to evidence ownership of and to represent
the shares of Newco Stock into which the shares of Oldco Stock represented by
such certificates have been converted as herein provided and shall be so
registered on the books and records of Newco or its transfer agents. The
registered owner of any such outstanding stock certificate shall, until such
certificate shall have been surrendered for transfer or otherwise accounted for
to Newco or its transfer agent, have and be entitled to exercise any voting or
other right with respect to and to receive any dividend or other distribution
upon the shares of Newco Stock evidenced by such outstanding certificate as
above provided.
1.7 Options. Upon the Effective Date, Newco will assume and continue all of
Oldco's stock option plans, including but not limited to the Interactive Flight
Technologies, Inc. 1994 Stock Option Plan and 1997 Stock Option Plan, and any
other options, warrants or rights to acquire Oldco Stock and the outstanding and
unexercised portions of all options, warrants or rights to acquire Oldco Stock
shall become options for, warrants or rights to acquire the same number and kind
of shares of Newco Stock with no other changes in the terms and conditions of
such options, warrants or rights to acquire, including exercise prices, and
effective upon the Effective Date, Newco hereby assumes the outstanding and
unexercised portions of such options, warrants or rights to acquire and the
obligations of Oldco with respect thereto.
II. CERTIFICATE OF INCORPORATION AND BY-LAWS
2.1 Certificate of Incorporation. The Certificate of Incorporation of Newco
shall be the Certificate of Incorporation of the Surviving Corporation (the
"Newco Charter").
2.2 By-laws. The By-laws of Newco in effect on the Effective Date shall be
the By-laws of the Surviving Corporation without change or amendment until
further amended in accordance with the provisions thereof and applicable law.
III. DIRECTORS AND OFFICERS
3.1 Directors. The directors of Newco shall be the directors of the
Surviving Corporation.
3.2 Officers. The officers of Oldco shall be the officers of the Surviving
Corporation to serve at the pleasure of its Board of Directors.
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IV. MISCELLANEOUS
4.1 Further Assurances. From time to time, as and when required by Newco or
by its successors and assigns, there shall be executed and delivered on behalf
of Oldco such deeds and other instruments, and there shall be taken or caused to
be taken by it such further and other action, as shall be appropriate or
necessary in order to vest or perfect in or to conform of record or otherwise,
in Newco the title to and possession of all the property, interests, assets,
rights, privileges, immunities powers, franchises, and authority of Oldco and
otherwise to carry out the purposes of this Merger Agreement, and the officers
and directors of Newco are fully authorized in the name and on behalf of Oldco
or otherwise to take any and all such action and to execute and deliver any and
all such deeds and other instruments.
4.2 Amendment. At any time before or after approval by the stockholders of
the Constituent Corporations, this Merger Agreement may be amended in any manner
(except as otherwise provided by the DGCL) as may be determined in the judgment
of the respective Boards of Directors of Newco and Oldco to be necessary,
desirable or expedient.
4.3 Termination. At any time before the Effective Date, this Merger
Agreement may be terminated and the merger may be terminated by the Board of
Directors of either Oldco or Newco or both, notwithstanding the approval of this
Merger Agreement by the stockholders of Oldco and Newco.
4.4 Counterparts. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved
by the Board of Directors of Oldco and Newco, is hereby executed on behalf of
each Constituent Corporation by its duly authorized officer.
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
By: /s/ James W. Fox
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GLOBAL TECHNOLOGIES, LTD.
By: /s/ James W. Fox
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APPENDIX B
DELAWARE GENERAL CORPORATE LAW
SECTION 203 BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS.
(a) Notwithstanding any other provisions of this chapter, a corporation shall
not engage in any business combination with any interested stockholder for a
period of 3 years following the time that such stockholder became an interested
stockholder, unless:
(1) Prior to such time the board of directors of the corporation approved either
the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder;
(2) Upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
(3) At or subsequent to such time the business combination is approved by the
board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66-2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
(b) The restrictions contained in this section shall not apply if:
(1) The corporation's original certificate of incorporation contains a provision
expressly electing not to be governed by this section;
(2) The corporation, by action of its board of directors, adopts an amendment to
its bylaws within 90 days of February 2, 1988, expressly electing not to be
governed by this section, which amendment shall not be further amended by the
board of directors;
(3) The corporation, by action of its stockholders, adopts an amendment to its
certificate of incorporation or bylaws expressly electing not to be governed by
this section; provided that, in addition to any other vote required by law, such
amendment to the certificate of incorporation or bylaws must be approved by the
affirmative vote of a majority of the shares entitled to vote. An amendment
adopted pursuant to this paragraph shall be effective immediately in the case of
a corporation that both (i) has never had a class of voting stock that falls
within any of the 3 categories set out in subsection (b)(4) hereof, and (ii) has
not elected by a provision in its original certificate of incorporation or any
amendment thereto to be governed by this section. In all other cases, an
amendment adopted pursuant to this paragraph shall not be effective until 12
months after the adoption of such amendment and shall not apply to any business
combination between such corporation and any person who became an interested
stockholder of such corporation on or prior to such adoption. A bylaw amendment
adopted pursuant to this paragraph shall not be further amended by the board of
directors;
(4) The corporation does not have a class of voting stock that is: (i) Listed on
a national securities exchange; (ii) authorized for quotation on The NASDAQ
Stock Market; or (iii) held of record by more than 2,000 stockholders, unless
any of the foregoing results from action taken, directly or indirectly, by an
interested stockholder or from a transaction in which a person becomes an
interested stockholder;
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(5) A stockholder becomes an interested stockholder inadvertently and (i) as
soon as practicable divests itself of ownership of sufficient shares so that the
stockholder ceases to be an interested stockholder; and
(ii) would not, at any time within the 3-year period immediately prior to a
business combination between the corporation and such stockholder, have been an
interested stockholder but for the inadvertent acquisition of ownership;
(6) The business combination is proposed prior to the consummation or
abandonment of and subsequent to the earlier of the public announcement or the
notice required hereunder of a proposed transaction which (i) constitutes one of
the transactions described in the 2nd sentence of this paragraph; (ii) is with
or by a person who either was not an interested stockholder during the previous
3 years or who became an interested stockholder with the approval of the
corporation's board of directors or during the period described in paragraph (7)
of this subsection (b); and (iii) is approved or not opposed by a majority of
the members of the board of directors then in office (but not less than 1) who
were directors prior to any person becoming an interested stockholder during the
previous 3 years or were recommended for election or elected to succeed such
directors by a majority of such directors. The proposed transactions referred to
in the preceding sentence are limited to (x) a merger or consolidation of the
corporation (except for a merger in respect of which, pursuant to ss. 251(f) of
this title, no vote of the stockholders of the corporation is required); (y) a
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in 1
transaction or a series of transactions), whether as part of a dissolution or
otherwise, of assets of the corporation or of any direct or indirect
majority-owned subsidiary of the corporation (other than to any direct or
indirect wholly-owned subsidiary or to the corporation) having an aggregate
market value equal to 50% or more of either that aggregate market value of all
of the assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the corporation; or (z) a
proposed tender or exchange offer for 50% or more of the outstanding voting
stock of the corporation. The corporation shall give not less than 20 days'
notice to all interested stockholders prior to the consummation of any of the
transactions described in clause (x) or (y) of the 2nd sentence of this
paragraph; or
(7) The business combination is with an interested stockholder who became an
interested stockholder at a time when the restrictions contained in this section
did not apply by reason of any of paragraphs (1) through (4) of this subsection
(b), provided, however, that this paragraph (7) shall not apply if, at the time
such interested stockholder became an interested stockholder, the corporation's
certificate of incorporation contained a provision authorized by the last
sentence of this subsection (b). Notwithstanding paragraphs (1), (2), (3) and
(4) of this subsection, a corporation may elect by a provision of its original
certificate of incorporation or any amendment thereto to be governed by this
section; provided that any such amendment to the certificate of incorporation
shall not apply to restrict a business combination between the corporation and
an interested stockholder of the corporation if the interested stockholder
became such prior to the effective date of the amendment.
(c) As used in this section only, the term:
(1) "Affiliate" means a person that directly, or indirectly through 1 or more
intermediaries, controls, or is controlled by, or is under common control with,
another person.
(2) "Associate," when used to indicate a relationship with any person, means:
(i) Any corporation, partnership, unincorporated association or other entity of
which such person is a director, officer or partner or is, directly or
indirectly, the owner of 20% or more of any class of voting stock; (ii) any
trust or other estate in which such person has at least a 20% beneficial
interest or as to which such person serves as trustee or in a similar fiduciary
capacity; and (iii) any relative or spouse of such person, or any relative of
such spouse, who has the same residence as such person.
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(3) "Business combination," when used in reference to any corporation and any
interested stockholder of such corporation, means:
(i) Any merger or consolidation of the corporation or any direct or indirect
majority-owned subsidiary of the corporation with (A) the interested
stockholder, or (B) with any other corporation, partnership, unincorporated
association or other entity if the merger or consolidation is caused by the
interested stockholder and as a result of such merger or consolidation
subsection (a) of this section is not applicable to the surviving entity;
(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in 1 transaction or a series of transactions), except
proportionately as a stockholder of such corporation, to or with the interested
stockholder, whether as part of a dissolution or otherwise, of assets of the
corporation or of any direct or indirect majority-owned subsidiary of the
corporation which assets have an aggregate market value equal to 10% or more of
either the aggregate market value of all the assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation;
(iii) Any transaction which results in the issuance or transfer by the
corporation or by any direct or indirect majority-owned subsidiary of the
corporation of any stock of the corporation or of such subsidiary to the
interested stockholder, except: (A) Pursuant to the exercise, exchange or
conversion of securities exercisable for, exchangeable for or convertible into
stock of such corporation or any such subsidiary which securities were
outstanding prior to the time that the interested stockholder became such; (B)
pursuant to a merger under ss. 251(g) of this title; (C) pursuant to a dividend
or distribution paid or made, or the exercise, exchange or conversion of
securities exercisable for, exchangeable for or convertible into stock of such
corporation or any such subsidiary which security is distributed, pro rata to
all holders of a class or series of stock of such corporation subsequent to the
time the interested stockholder became such; (D) pursuant to an exchange offer
by the corporation to purchase stock made on the same terms to all holders of
said stock; or (E) any issuance or transfer of stock by the corporation;
provided however, that in no case under items (C)-(E) of this subparagraph shall
there be an increase in the interested stockholder's proportionate share of the
stock of any class or series of the corporation or of the voting stock of the
corporation;
(iv) Any transaction involving the corporation or any direct or indirect
majority-owned subsidiary of the corporation which has the effect, directly or
indirectly, of increasing the proportionate share of the stock of any class or
series, or securities convertible into the stock of any class or series, of the
corporation or of any such subsidiary which is owned by the interested
stockholder, except as a result of immaterial changes due to fractional share
adjustments or as a result of any purchase or redemption of any shares of stock
not caused, directly or indirectly, by the interested stockholder; or
(v) Any receipt by the interested stockholder of the benefit, directly or
indirectly (except proportionately as a stockholder of such corporation), of any
loans, advances, guarantees, pledges or other financial benefits (other than
those expressly permitted in subparagraphs (i)-(iv) of this paragraph) provided
by or through the corporation or any direct or indirect majority-owned
subsidiary.
(4) "Control," including the terms "controlling," "controlled by" and "under
common control with," means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting stock, by contract or otherwise. A
person who is the owner of 20% or more of the outstanding voting stock of any
corporation, partnership, unincorporated association or other entity shall be
presumed to have control of such entity, in the absence of proof by a
preponderance of the evidence to the contrary; Notwithstanding the foregoing, a
presumption of control shall not apply where such person holds voting stock, in
good faith and not for the purpose of circumventing this section, as an agent,
bank, broker, nominee, custodian or trustee for 1 or more owners who do not
individually or as a group have control of such entity.
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(5) "Interested stockholder" means any person (other than the corporation and
any direct or indirect majority-owned subsidiary of the corporation) that (i) is
the owner of 15% or more of the outstanding voting stock of the corporation, or
(ii) is an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time within the
3-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder; and the affiliates
and associates of such person; provided, however, that the term "interested
stockholder" shall not include (x) any person who (A) owned shares in excess of
the 15% limitation set forth herein as of, or acquired such shares pursuant to a
tender offer commenced prior to, December 23, 1987, or pursuant to an exchange
offer announced prior to the aforesaid date and commenced within 90 days
thereafter and either (I) continued to own shares in excess of such 15%
limitation or would have but for action by the corporation or (II) is an
affiliate or associate of the corporation and so continued (or so would have
continued but for action by the corporation) to be the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the 3-year
period immediately prior to the date on which it is sought to be determined
whether such a person is an interested stockholder or (B) acquired said shares
from a person described in item (A) of this paragraph by gift, inheritance or in
a transaction in which no consideration was exchanged; or (y) any person whose
ownership of shares in excess of the 15% limitation set forth herein is the
result of action taken solely by the corporation; provided that such person
shall be an interested stockholder if thereafter such person acquires additional
shares of voting stock of the corporation, except as a result of further
corporate action not caused, directly or indirectly, by such person. For the
purpose of determining whether a person is an interested stockholder, the voting
stock of the corporation deemed to be outstanding shall include stock deemed to
be owned by the person through application of paragraph (8) of this subsection
but shall not include any other unissued stock of such corporation which may be
issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
(6) "Person" means any individual, corporation, partnership, unincorporated
association or other entity.
(7) "Stock" means, with respect to any corporation, capital stock and, with
respect to any other entity, any equity interest.
(8) "Voting stock" means, with respect to any corporation, stock of any class or
series entitled to vote generally in the election of directors and, with respect
to any entity that is not a corporation, any equity interest entitled to vote
generally in the election of the governing body of such entity.
(9) "Owner," including the terms "own" and "owned," when used with respect to
any stock, means a person that individually or with or through any of its
affiliates or associates:
(i) Beneficially owns such stock, directly or indirectly; or
(ii) Has (A) the right to acquire such stock (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise; provided, however, that a
person shall not be deemed the owner of stock tendered pursuant to a tender or
exchange offer made by such person or any of such person's affiliates or
associates until such tendered stock is accepted for purchase or exchange; or
(B) the right to vote such stock pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be deemed the owner of
any stock because of such person's right to vote such stock if the agreement,
arrangement or understanding to vote such stock arises solely from a revocable
proxy or consent given in response to a proxy or consent solicitation made to 10
or more persons; or
(iii) Has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent as described in item (B) of subparagraph (ii) of this paragraph), or
disposing of such stock with any other person that beneficially owns, or whose
affiliates or associates beneficially own, directly or indirectly, such stock.
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(d) No provision of a certificate of incorporation or bylaw shall require, for
any vote of stockholders required by this section, a greater vote of
stockholders than that specified in this section.
(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all matters with respect to this section.
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PROXY
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
Special Meeting of Stockholders - September 30, 1999
The undersigned stockholder(s) of Interactive Flight Technologies, Inc. (the
"Company") hereby nominate(s), constitute(s) and appoint(s) Charles C. Condy
and Stephen M. Schachman, and each of them, the attorney, agent and proxy of
the undersigned, with full power of substitution, to vote all stock of
Interactive Flight Technologies, Inc., which the undersigned is entitled to
vote at the Special Meeting of Stockholders (the "Meeting") of the Company to
be held at the Metropolitan Club, One East 60th Street, New York, NY at 10:30
a.m., on Thursday, September 30, 1999, and any and all adjournments or
postponements thereof, with respect to the matters described in the
accompanying Proxy Statement, and in their discretion, on such other matters
which properly come before the Meeting, as fully and with the same force and
effect as the undersigned might or could do if personally present thereat, as
follows:
1. Proposal to merge the Company with and into Global Technologies, Ltd.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued, and to be completed and signed on the reverse side)
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(Continued from the other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO MERGE THE
COMPANY WITH AND INTO GLOBAL TECHNOLOGIES, LTD. (THE "MERGER"). THIS PROXY
CONFERS AUTHORITY TO AND SHALL BE VOTED "FOR" THE MERGER UNLESS OTHER
INSTRUCTIONS ARE INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE
WITH SUCH INSTRUCTIONS.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Dated:
-----------------------------------
(Please print name)
-----------------------
(Signature of Stockholder)
----------------
(Please print name)
------------------------
(Signature of Stockholder)
-----------------
Please date this Proxy and sign your
name(s) as it/they appear(s) on your
stock certificates. Executors,
administrators, trustees, etc. should
give their full titles. (All joint
owners should sign).
I do [_] do not [_] expect to attend the Meeting.
Number of Persons:
-------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
