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 Section 240.14a-11(c) or Section
240.14a-12
GLOBUS CELLULAR, LTD.
(name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>2
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
GLOBUS CELLULAR LTD. (the "Company")
Mr. Bernard Penner, Chairman, President & CEO Globus Cellular Ltd., or
Mr. Penner's designated Officer appointee, is hereby authorized to
represent and to vote the shares of the undersigned in the Company at
an Annual Meeting (hereinafter referred to as "Annual Meeting") of
Stockholders to be held on December 9, 1999 and at any adjournment as
if the undersigned were present and voting at the meeting. NOTE:
Cumulative voting for directors is not allowed.
1. Election of Directors
FOR all nominees (except as written on the line below) [ ]
WITHHOLD AUTHORITY TO VOTE for all nominees listed below [ ]
NOMINEES: Bernard Penner, Jerome W. Cwiertnia, Anthony Dyke and
Hans Schroth
(INSTRUCTIONS: To withhold authority to vote for any
individual nominees write the nominee's name on the line
below.)
--------------------------------------------------------------
- -----------------------------------------------------------------------
2. Approval of James E. Scheifley & Associates, P.C. as
Independent Certified Accountants for fiscal year ending
October 31, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Change of Name of Company to Globus Wireless, Ltd.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Amend the Bylaws of the Company to clearly state that, if there
is an even number of Directors, any tied vote shall be broken
by the Chairman of the Board of Directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, on any other business that may properly
come before the meeting.
The shares represented hereby will be voted. With respect to items 1-4
above, the shares will be voted in accordance with the specifications
made and where no specifications are given, said proxies will vote for
the proposals. This proxy may be exercised by a majority of those
proxies or their substitutes who attend the meeting. Please sign and
date and return to Globus Cellular, Ltd., 1955 Moss Court, Kelowna
B.C., Canada V1Y 9L3, in the self-addressed stamped envelope.
- -------------------------- ------------------------
Signature Date
- --------------------------- ---------------------- -
Signature Date
Joint Owners should each sign. Attorneys-in-fact, executors,
administrators, trustees, guardians or corporation officers, should
give full title.
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GLOBUS CELLULAR, LTD.
1955 Moss Court
Kelowna, B.C., Canada V1Y 9L3
Telephone: (250) 860-3130
Facsimile: (250) 860-3110
November 4, 1999
To the Stockholders of
Globus Cellular Ltd.
You are cordially invited to attend an Annual Meeting (hereinafter
referred to as "Annual Meeting") of Stockholders of Globus Cellular,
Ltd. (the "Company"), to be held on December 9, 1999 at the Ramada
Lodge Hotel located at 2170 Harvey Avenue, Kelowna, B.C., Canada, V1Y
6G8, at 9:00 A.M., Pacific time, to consider and vote upon the matters
set forth in the accompanying Notice of Annual Meeting of Stockholders.
Shareholders will be asked to elect directors and to approve the
independent certified public accountants for the fiscal year ended
October 31, 1999. Additionally, the shareholders will be asked to
approve a change in the name of the Company to Globus Wireless Ltd.,
which will more accurately represent the business of the Company. The
shareholders will also be asked to approve an amendment to the Bylaws
of the Company that would specifically allow the Chairman of the Board
of Directors to break a tie vote if there was an even number of
Directors.
Since it is important that your shares be represented at the meeting
whether or not you plan to attend in person, please indicate on the
enclosed proxy your decisions about how you wish to vote and sign, date
and return the proxy promptly in the envelope provided. If you find it
possible to attend the meeting and wish to vote in person, you may
withdraw your proxy at that time. Your vote is important, regardless
of the number of shares you own.
Sincerely,
- ------------------------------------------
Bernard Penner
Chairman of the Board of Directors
Chief Executive Officer
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GLOBUS CELLULAR, LTD.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
To Be Held
December 9, 1999
To the Stockholders of
Globus Cellular, Ltd.
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Globus
Cellular, Ltd. (the "Company") will be held on December 9, 1999 at 9:00
o'clock in the morning, local time at the Ramada Lodge Hotel located at
2170 Harvey Avenue, Kelowna, B.C., Canada, V1Y 6G8 for the following
purposes; all as more specifically set forth in the attached Proxy
Statement.
1. To consider and vote upon the re-election of the Officers and
Directors of the Company.
2. To approve James E. Scheifley & Associates, P.C., as
Independent Certified Accountants for fiscal year ended October
31, 1999.
3. To approve a name change of the Company to Globus Wireless, Ltd.
4. To approve an amendment to the Bylaws to specifically allow the
Chairman of the Board of Directors to break any tie vote, if
the number of Directors is even.
5. To transact such other business as may properly be brought
before this meeting.
Only holders of record of Common Stock of the Corporation as of the
close of business on October 31, 1999 are entitled to notice of or to
vote at the meeting or any adjournment thereof. The stock transfer
books of the Corporation will not be closed.
Stockholders are encouraged to attend the meeting in person. To ensure
that your shares will be represented, we urge you to vote, date, sign
and mail the Proxy Card in the envelope that is provided, whether or
not you expect to be present at the meeting. The prompt return of your
Proxy Card will be appreciated. It will also save the Company the
expense of a reminder mailing. The giving of such Proxy will not
affect your right to revoke such Proxy by appropriate written notice or
to vote in person should you later decide to attend the meeting.
By order of the Board of Directors
- ------------------------------------------------
Bernard Penner November 4, 1999
Chairman of the Board of Directors
President & Chief Executive Officer
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PROXY STATEMENT
GLOBUS CELLULAR, LTD.
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 9, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Globus Cellular, Ltd., a Nevada
corporation (the "Company"), to be voted at an Annual Meeting of
Stockholders of the Company to be held on December 9, 1999 at 9:00
A.M., local time, at the Ramada Lodge Hotel located at 2170 Harvey
Avenue, Kelowna, B.C., Canada V1Y 6G8 and at any adjournment thereof
(the "Meeting"). The Proxy may be revoked by appropriate written
notice at any time before it is exercised. See, "Voting and
Solicitation of Proxies".
This Proxy Statement and the accompanying Notice and Form of Proxy are
being mailed on or about November 15, 1999 to record holders of the
Company's Common Stock as of October 31, 1999 (the "Record Date").
As of Record Date, 11,079,930 shares of Common Stock of the Corporation
were issued and outstanding. Each share of Common Stock entitles the
holder to one vote on all matters brought before the Annual Meeting.
Globus Cellular, Ltd. ("Company"), formerly Leridges International
Inc., was incorporated on June 10, 1987, under the laws of the State of
Nevada under the name Daytona-Pacific Corporation. On July 31, 1989,
Company changed its name to Leridges International, Inc. On October
18, 1994 the Company acquired all of the assets of Globus Cellular &
User Protection Ltd. (Canada), a corporation formed in the Province of
British Columbia, Canada on July 28, 1993, in consideration of
Company's issuance of 2,880,000 Units of its Common Stock. Also
approved in the Plan was a change of Company's name to Globus Cellular
& User Protection Ltd. In August 1997, the Company changed its name to
Globus Cellular, Ltd.
The Company is currently engaged in the research, design, manufacture,
sales and distribution of wireless communications technologies that
enhance performance, reduce operating costs and improve efficiency.
The Company originally started out by manufacturing a shielding product
as an aftermarket add-on for cellular phones and eventually sold its
entire inventory of 25,000 of the shielding product. However, low
market acceptance and performance factors led to the Company abandoning
the initial shielding technology in December 1994, in favor of research
in to antenna technologies.
The United States Federal Communications Commission, on August 16,
1996, came out with new stringent guidelines for the cellular industry
manufacturers of phone devises requiring that these products not exceed
certain radiation exposure levels to users. These guidelines force
manufacturers into compliance by either tuning down the output of the
phones or redesigning the antennas to reduce exposure to users.
The Company's research and testing capabilities have been developed in-
house and with the assistance of Canada's National Research Counsel,
providing grant monies as well as assisting the Company in its
relationship with the Department of Physics of Okanagan University in
British Columbia. In September of 1999 Celltech Research Inc., a
wholly owned subsidiary located in Kelowna, B.C., officially opened a
state-of-the-art testing and engineering services lab for compliance
testing and antenna design. The lab was established to assist Original
Equipment Manufacturers in both meeting FCC guidelines and performance
requirements in the marketplace.
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ELECTION OF BOARD OF DIRECTORS
Pursuant to the Bylaws, each Director shall serve until the annual
meeting of the stockholders, or until his successor is elected and
qualified. The Company's basic philosophy mandates the inclusion of
directors who will be representative of management, employees and the
minority shareholders of the Company. Directors may only be removed
for "cause". The term of office of each officer of the Company is at
the pleasure of the Company's Board. The principal executive officers
and directors of the Company are as follows:
Name Position Term(s) of Office
Bernard Penner, age 38 President, CEO June 9, 1999
Director & Chairman to present
Nicholas Wizinsky, age 38 Secretary/Treasurer, October 27, 1998
Chief Operations Officer to present
Director
A. Cary Tremblay, age 41 Vice President July 2, 1999
Marketing & Sales to present
Jerome W. Cwiertnia, age 56 Director April 8, 1997
to present
Anthony Dyke, age 54 Director June 25, 1999
to present
Hans Schroth, age 55 Director June 25, 1999
to present
Bernard Penner - Mr. Penner was appointed President, Chief Executive
Officer and Chairman on June 9, 1999. Prior to then Mr. Penner had
served as a member of the Globus Advisory Board and manufacturing
planning group examining opportunities with foreign manufacturers. From
1994 to 1997 Mr. Penner served as Vice President and Director for the
Company. Between 1997 and 1999 Mr. Penner was President of Redline
Contracting Ltd.
Nick Wizinsky - Mr. Wizinsky was General Manager from August 1997 to
October 1998, and was appointed Secretary/Treasurer and Chief
Operations Officer in July 1999. Mr. Wizinsky has served as a
Director of the Company from October 1998 to present. From 1994 to
1997, Mr. Wizinsky was self-employed as a business management
consultant, including serving as Business Consultant to the Company
from February 1997 to July 1997. From 1986 to 1993, Mr. Wizinsky
worked in various positions for FCSAL. Mr. Wizinsky obtained a
Bachelor of Commerce degree from the University of British Columbia in
1985.
A. Cary Tremblay - Mr. Tremblay was appointed Vice President Marketing
& Sales in July 1999. From October 1998 to June 1999 he served as
Marketing Consultant to the Company. From 1997 to 1998 Mr. Tremblay
served as a marketing consultant to the wireless telecommunications
industry, building and implementing strategies for bring new products
to market. From 1994 to 1997 Mr. Tremblay served as Vice President of
ComTec Communications, a chain of cellular retail stores.
Jerome W. Cwiertnia - Mr. Cwiertnia has served as a Director since
April 8, 1997. Currently Mr. Cwiertnia is Chairman and CEO for Poly-
Tak Protection Systems, Inc., Huntington Beach, California. Mr.
Cwiertnia was Chief Financial Officer and Director from 1979 to 1989,
President, Chief Operating Officer and Director in 1990 and Chief
Executive Officer, President and Director from 1991 to 1995 for
National Education Corporation. Mr. Cwiertnia graduated in 1963 from
Northern Illinois University and is a Certified Public Accountant.
Anthony Dyke - Mr. Dyck has served as a Director since June 25, 1999.
Since 1992 Mr. Dyck has initiated several real estate developments and
acquired properties in Western Canada and Quebec. From 1971 to 1992
Mr. Dyck both taught at the secondary education level and served in
public school administration. In 1969 Mr. Dyck graduated from the
University of British Columbia with a Bachelor of Science in Math &
Economics, and in 1971 obtained his MA in Math Education, also from the
University of British Columbia.
Hans Schroth - Mr. Schroth has served as a Director since June 25,
1999. Since 1994 Mr. Schroth has served as President for six
corporate-owned restaurants in British Columbia. In 1981 Mr. Schroth
immigrated to Canada and up to 1993 undertook a series of business
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<PAGE>7
ventures while semi-retired in Ontario, Canada. From 1972 to 1981 Mr.
Schroth built and franchised seven Wood Fire Bakery and Coffee Shops in
Germany & Austria. In 1972 Mr. Schroth obtained a Masters in Business
from Munich Management School.
The Board of Directors recommends a vote FOR the re-election of Bernard
Penner, Jerome Cwiertnia and the election of Anthony Dyke and Hams
Schroth to the Board of Directors of the Company. Proxies solicited
by management will be so voted unless stockholders specify otherwise.
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for
approval of the above Directors.
APPROVAL OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends for approval by the Shareholders the
selection of James Scheifley & Associates, P.C., as the independent
certified public accountants of the Company for the fiscal year ending
October 31, 1999. In additional to its principal service of examining
the financial statement of the Company, James Scheifley & Associates,
P.C. provided certain non-audit services for the Company during the
preceding fiscal year and such services were approved by management.
In approving the services, management determined that the nature of the
services and the estimated fees to be charged would have no adverse
effect on the independence of the accountants.
Representatives of James Scheifley & Associates, P.C. are expected to
be able via telephone at the Annual Meeting and to have the opportunity
to make a statement should they desire to do so and to be available to
respond to appropriate questions. The affirmative vote of the holders
of a majority of the outstanding shares of the Company's Common Stock
is necessary to approve James Scheifley & Associates, P.C. as the
Company's auditors.
NAME CHANGE
The Company's current name is not indicative of the application of the
Company's expertise, technologies and new product lines, which are
applicable to all industry protocols as well as applications outside of
the telecommunications industry. As a result, the Board of Directors
is of the opinion that the name "Globus Wireless, Ltd." would more
accurately reflect the business operations of the Company.
The Board of Directors recommends a vote FOR the name change. Proxies
solicited by management will be so voted unless stockholders specify
otherwise. The affirmative vote of a majority of the shares of Common
Stock of the Company represented and voting at the Annual Meeting is
required for approval of the name change.
AMENDMENT TO BYLAWS
The current Bylaws of the Company do not specifically address what
happens in the event of a tied vote by the Board of Directors. The
Board of Directors is of the opinion that the Chairman of the Board
should be allowed to break the tie vote in order to allow the Company
the ability to proceed with its business plan in an expedient manner.
The Board of Directors recommends a vote FOR the amendment to the
Bylaws. Proxies solicited by management will be so voted unless
stockholders specify otherwise. The affirmative vote of a majority of
the shares of Common Stock of the Company represented and voting at the
Annual Meeting is required for approval of the above change.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tables list the Company's stockholders who, to the best
of the Company's knowledge, own of record or, to the Company's
knowledge, beneficially, more than 5% of the Company's outstanding
Common Stock; the total number of shares of the Company's Common Stock
beneficially owned by each Director and elected Officers individually,
and as a group;
<TABLE>
<CAPTION>
Amount and Nature of
Title of Beneficial % of
Name and Address Class Ownership Class
<S> <C> <C> <C>
Bernard D. Penner Common 276,341 Direct 4.49%
1523 Lawrence Avenue 221,645 Indirect1
Kelowna, B.C., Canada
Jerome W. Cwiertnia Common 62,736 0.56%
17 Montecito Drive
Corona del Mar, CA 92625
Anthony Dyck Common 550,278 4.97%
8299 Okanagan Landing Road
Vernon, B.C., Canada
Hans Schroth Common 90,696 Direct
365 Clifton Place 63,000 Indirect2 1.39%
Kelowna, B.C., Canada
Nick Wizinsky Common 111,840 Indirect3 1.01%
1160 Trevor Drive
Kelowna, B.C., Canada
A. Cary Tremblay Common 33,334 Direct
3132 Shannon Court 6,500 Indirect4 0.36%
Westbank, B.C., Canada
Dr. Paul F. Bickert Common 401,000 Direct 6.67%
3200 Watt Road 337,667 Indirect5
Kelowna, B.C., Canada
CEDE & Co. Common 5,299,188 47.82%
P.O. Box 222
Bowling Green Station
New York, NY 10004
All Officers and Common 1,013,385 Direct 12.78%
Directors as a Group 402,985 Indirect
</TABLE>
1121,522 of these shares are held in the name of Loretta Penner, wife of
Mr. Penner, and Mr. Penner has shared voting rights in and to the
shares. 21,346 of these shares are held in the name of Burns Fry Ltd.,
in trust for Loretta Penner, 3GDJNT5, a Canadian retirement account,
and Mr. Penner has shared voting rights in and to the shares. 22,647
of these shares are held in the name of Burns Fry Ltd., in trust for
Bernie Penner #3GDFXT2, a Canadian retirement account, and Mr. Penner
has 100% voting rights in and to the shares. 488725 B.C. Ltd. and
Redline Contracting Ltd. are both controlled by Mr. Penner and hold
38,553 and 17,547 shares respectively.
2 63,000 of these shares are held jointly in the names of Ruth and Hans
Schroth and Hans Schroth has shared voting rights to the shares.
3 102,840 of these shares are held jointly in the names of Sharon and
Nick Wizinsky and Nick Wizinsky has shared voting rights to the shares.
2,500 of these shares are held in a Registered Education Savings Plan
and Nick Wizinsky has shared voting rights; 532773 B.C. Ltd. is
controlled by Mr. Wizinsky and holds 6,500 shares.
4 6500 of these shares are held jointly in the names of Cindy and Cary
Tremblay and Cary Tremblay has shared voting rights to the shares.
5216,667 of these shares are held in the name of Marlene Bickert, wife
of Dr. Bickert, and Dr. Bickert has shared voting rights in and to the
shares. 111,111 of these shares are held in jointly by Marlene and Dr.
Bickert and Dr. Bickert has shared voting rights in and to the shares.
10,000 of these shares are held in the name of RBC Dominion Securities,
in trust for Dr. Bickert in a Canadian retirement account, and Dr.
Bickert as 100% voting rights in and to the shares.
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The Company does not know of any arrangements, the operation of which
may, at a subsequent date, result in a change in control of the
Company.
As of October 31, 1999 there were 1,093,332 options to purchase Common
Shares of the Company reserved by the Board at exercise prices between
$0.85 and $3.00; 818,332 options have been allocated to date, the
majority of which are subject to certain performance criteria for the
Company being achieved. Options held by current officers and
directors, and controlling persons in subsidiaries, are as follows:
<TABLE>
<CAPTION>
Name Options %
<S> <C> <C>
Bernie Penner
(President & Director) 400,0001 36.59%
A. Cary Tremblay
(Vice President Marketing) 325,0002 29.73%
Anthony Dyck (Director) 21,666 1.98%
Hans Schroth (Director) 21,666 1.98%
Shawn McMillen (GM Celltech) 50,000 4.57%
</TABLE>
1. Pursuant to a services agreement Mr. Penner is to be allocated stock
options subject to certain Company performance goals being achieved,
including: 50,000 stock options exercisable at $0.85 per share subject
to acceptance of three year services agreement; 50,000 stock options
exercisable at $0.85 per share subject to the Company securing and OEM
order more than $275,000; 50,000 stock options exercisable at $0.85 per
share subject to Company obtaining NASDAQ Small Cap listing; 50,000
stock options exercisable at $0.85 per share subject to the closing
price for the Company stock being at or above $5.00 for a period of 20
days or more; and 200,000 stock options exercisable at $3.00 per share,
subject to performance criteria as set by the Board of Directors on the
first anniversary of the services agreement.
2. Pursuant to a services agreement Mr. Tremblay is to be allocated
stock options subject to certain Company performance goals being
achieved, including: 33,334 stock options exercisable at $0.85 per
share subject to acceptance of three year services agreement; 33,333
stock options exercisable at $0.85 per share subject to the Company
securing and OEM order more than $275,000; 33,333 stock options
exercisable at $0.85 per share subject to Company stock being at or
above $5.00 for a period of 20 days or more, any time after September
1, 2000; 75,000 stock options exercisable at $3.00 per share, subject
to Company stock being at or above $5.00 for a period of 20 days or
more, any time after September 1, 2001; 75,000 stock options
exercisable at $3.00 per share, subject to Company stock being at or
above $7.50 for a period of 20 days or more, any time after September
1, 2002; 75,000 stock options exercisable at $3.00 per share, subject
to sales for the Company exceeding $30,000,000.
EXECUTIVE COMPENSATION
During fiscal 1998, and as of the date of filing of this report, no
compensation has been paid, nor have there been compensation
arrangements or plans, other than what has been indicated below.
On April 1, 1997, the Board of Directors approved the issuance for 842,
825 restricted shares of the Company to Dr. Paul F. Bickert as
compensation for salary, Lease of Technology payments and interest
owing for 1995 and 1996.
On April 2, 1997 the Board of Directors approved the issuance of
333,333 restricted shares of the Company ($.225) to Dr. Paul F.
Bickert, as compensation for salary and Lease of Technology, for the
period November 1, 1996 to January 31, 1997 and February 1, 1997 to
April 30, 1997.
On October 30th, 1998, Dr. Paul F. Bickert returned to Treasury 755,000
restricted shares issued on April 1, 1997, and April 2, 1997, for Lease
of Technology payments for 1995, 1996 and the first two quarters of
1997, declining acceptance of the aforesaid restricted shares paid to
Dr. Bickert for Lease of Technology from 1995 to April 30, 1997. At
that time the cancellation of the shares resulted in a crediting to the
shareholders loan account in the amount $169,875.
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The Company provided payments aggregating $7500 per month for the
services of Dr. Paul F. Bickert up until his retirement in May 1999.
From November 1, 1998 through to May 30, 1999 past-President Dr. Paul
F. Bickert received $52,500 for services in the current fiscal year.
Additionally, during the current fiscal year the Company paid
technology lease payments of $90,000 to Dr. Paul F. Bickert.
In June 1999 the company entered into a services agreement with Bernard
D. Penner, President, CEO and Chairman, which provides payments
aggregating $5,000 per month. The three-year agreement, which also
provides for increases and stock option bonuses subject to certain
Company performance goals being achieved, is expected to continue in
force until terminated by either party or the expiry of the term.
In March 1999 the Company entered in to a services agreement with A.
Cary Tremblay, Vice President Marketing & Sales. In September 1999 the
Company extended the agreement, and which now provides payments
aggregating $4,166 per month. The three-year agreement, which also
provides for increases and stock option bonuses subject to certain
Company performance goals being achieved, is expected to continue in
force until terminated by either party or the expiry of the term.
In March 1999 the Company entered in to a service agreement with Nick
Wizinsky, Secretary Treasurer and Chief Operations Officer, which
provides payments aggregating $3,333 per month. The one-year agreement
is expected to continue in force until terminated by either party or
the expiry of the term.
Members of the Board of Directors receive an honorarium of $12,000 US
per year, payable in cash, S-8 stock at market, restricted stock of the
Company at 85% of the market bid or in stock options with the exercise
price set at 85% of the market bid. During fiscal 1998, $24,000 in
directors' fees were paid by way of stock. To date in fiscal 1999,
$48,000 in directors' fees has been paid by way of stock and $8,000 in
directors' fees has been paid by way of options reserved and allotted.
All officers and directors are reimbursed for expenses incurred on
behalf of Company.
The Company presently has no other pension, health, stock option,
annuity, bonus, insurance, profit sharing or other similar benefit
plans; however, Company may adopt such plans in the future. There are
presently no personal benefits available for directors, officers or
employees of Company.
Except for payment of one month's service fee per year of service,
there is no plan or arrangement with respect to compensation received
or that may be received by the executive officers in the event of
termination of employment or in the event of a change in
responsibilities following a change in control.
CERTAIN TRANSACTIONS
The past President, past Director, founder and major stockholder of the
Company is Dr. Paul Bickert. Patents relating to the Company's antenna
technology are held in the name of Dr. Paul F. Bickert. The Company is
currently negotiating with Dr. Bickert for an assignment of ownership
to the patent allowances and patents pending on the antenna technology.
Dr. Bickert and his wife jointly are the Company's largest stockholder.
The Company has an exclusive eight-year lease on the antenna technology
from Dr. Bickert, under a License of Technology Agreement dated May 1,
1997. In the agreement, the Company pays Dr. Bickert $10,000 monthly
for the technology utilized in the Company's products. The Company has
not yet manufactured and/or sold any products utilizing the antenna
technology. In fiscal 1998 Dr. Bickert returned to Treasury of 755,000
shares, valued at $169,875, paid earlier to him for license of
technology fees in 1997, 1996 and 1995. In fiscal 1999 the Company
made a $90,000 payment. The Company has the exclusive right to
sublease or sell this technology to others. Also on May 1, 1997, the
Company entered in to a Royalty agreement whereby Dr. Bickert is to
receive a 4% royalty on gross receipts from the sale of products
incorporating the patented technology. No royalty payments have been
made.
From November 1, 1995 to October 31, 1996, the Company paid $18,800 to
patent attorneys for services in connection with patent applications
filed in behalf of Dr. Bickert for the above-mentioned technology. The
sum of these amounts was applied to reduce unpaid technology lease
obligations due Dr. Bickert. Effective November 1, 1996, the Company
assumed the responsibility of maintaining the patents and bears the
cost of filing them in other jurisdictions. The amounts capitalized in
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connection with extending the patents to additional jurisdictions
during the year ended October 31, 1998 and 1997 were $12,200 and
$42,236 respectively, and amortization thereof for the period, based on
the remaining term of the license agreement with Dr. Bickert, amounted
to $14,630 and $10,559 respectively.
On April 23, 1999, the Company's past president and major shareholder
was issued 238,055 shares of the Company's restricted stock as payment
of $42,850 of outstanding advances to the Company. During the nine
months ended July 31, 1999, the Company repaid officer loans of
$143,830 to Dr. Bickert.
The Company's new President. CEO and Chairman, and past Vice-president
(May 1997), Mr. Bernie Penner and his wife, jointly are as well major
stockholders in the Company.
Between January and May 1999, and prior to Mr. Penner rejoining the
Company in June 1999, the Company hired and paid $74,820 to Redline
Contracting Ltd., a company controlled by Mr. Penner, for improvements
to the Company's new research, offices and distribution center in
Kelowna, B.C. The Company undertook a further $10,900 in improvements,
completed by this same company, following Mr. Penner's appointment. The
Company believes that such amounts for the services rendered are not in
excess of their fair market value.
On January 1, 1999 the Company moved to its new research, offices and
distribution center in Kelowna, British Columbia. The facility is a
stand-alone 6000 sq. ft. winged style building, with cement block
construction, has office space for corporate, marketing, and
administration, warehouse space packaging and distribution, and houses
Celltech Research Inc., the Company's wholly-owned research and testing
subsidiary. The Company leases the facility from Paulmar Management, a
proprietorship of the past-president at $2467 per month.
Prior to the move and in 1998, the Company operated from a 1600 sq.ft.
wood framed warehouse unit facility in Kelowna, British Columbia. On
November 17, 1993 the Company purchased the facility for $118,000
(Canadian), ($92,286 US). During 1997, the Company sold its interest
the building used for its office and warehouse activities to its past
president. The Company recorded a gain from the transaction of $5,604.
Corresponding reductions of mortgage indebtedness of $60,960 and
amounts due its past president of $33,205 were recorded in connection
with the transaction.
Changes in Control. There are no arrangements, known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change of
control of the Company.
VOTING AND SOLICITATION OF PROXIES
Stockholders represented by properly executed proxies received by the
Company prior to or at the Meeting and not duly revoked will be voted
in accordance with the instructions thereon. If proxies will be voted
in instructions are indicated thereon, such proxies will be voted in
favor of Items 1 and 2 inclusive. Execution of a proxy will not
prevent a stockholder from attending the Meeting and revoking his proxy
by voting in person (although attendance at the Meeting will not in
itself revoke a proxy).
Any stockholder giving a proxy may revoke it at any time before it is
voted by giving to the Company's Secretary/Treasurer written notice
bearing a later date than the proxy, by delivery of a later dated
proxy, or by voting in person at the Meeting. Any written notice
revoking a proxy should be sent to Globus Cellular, Ltd., 1955 Moss
Court, Kelowna B.C., Canada V1Y 9L3.
The Company's Board of Directors does not know of any other matters,
which will be presented for consideration at the Meeting. However, if
any other matters are properly presented for action at the Meeting, it
is the intention of the person(s) named in the accompanying Form of
Proxy to vote the shares represented thereby in accordance with their
best judgment on such matters.
All costs relating to the solicitation of proxies made hereby will be
borne by the Company. Proxies may be solicited by officers and
directors of the Company personally, by mail or by telephone or
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telegraph, and the Company may pay brokers and other persons holding
shares of stock in their names of those of their nominees for their
reasonable expenses in forwarding soliciting material to their
principals.
It is important that proxies be returned promptly. Stockholders who do
not expect to attend the Meeting in person are urged to sign and date
the accompanying Form of Proxy and mail it in a timely fashion so that
their vote can be recorded.
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders for the fiscal year ended
October 31, 1998, including the consolidated financial statements and
related notes thereto and interim financial statements for the quarter
ended July 31, 1999, together with the report of the independent
auditors and other information with respect to the Company, accompanies
this Proxy Statement.
OTHER MATTERS
The Company is not aware of any other business to be presented at the
Annual Meeting. If matters other than those described herein should
properly arise at the meeting, the Proxies will vote on such matters in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the Annual
Meeting for the fiscal year ended October 31, 1999, to be held on or
about May 1, 2000, must be received by the Company no later than
December 31, 1999.
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