<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
IAS COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(Amended by Sec Act Rel No. 7331, Exch Act Rel No. 37692, eff. 10/7/96.)
<PAGE>
IAS COMMUNICATIONS, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 12, 1997
To the Shareholders of IAS Communications, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IAS
Communications, Inc. (the "Company") will be held at the offices of Vandeberg
Johnson & Gandara, One Union Square, 600 University Street, Suite 2424, Seattle,
WA 98101, on Wednesday, November 12, 1997, at 1:00 p.m. for the purpose of
considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect four (4) Directors for a term of one
year or until their successors have been elected and qualified.
2. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as
auditors until the close of the next Annual Meeting.
3. WHATEVER OTHER BUSINESS may properly come before the Annual Meeting or
any adjournments thereof.
Only those shareholders of record at the close of business on October 10,
1997 shall be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Further information regarding voting rights and the business to be
transacted at the Annual Meeting is given in the accompanying Proxy Statement.
Your continued interest as a shareholder in the affairs of the Company, its
growth and development, is genuinely appreciated by the directors, officers and
personnel who serve you.
October 14, 1997 BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jennifer Lorette
--------------------
Jennifer Lorette
Secretary
YOUR VOTE IS IMPORTANT
----------------------
Whether or not you plan to attend the Annual Meeting, please sign and date your
Proxy card.
<PAGE>
IAS COMMUNICATIONS, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being sent to
shareholders on or about October 14, 1997 for use in connection with the Annual
Meeting of Shareholders (the "Annual Meeting") of IAS Communications, Inc. (the
"Company") to be held on Wednesday, November 12, 1997. Only those shareholders
of record at the close of business on October 10, 1997, shall be entitled to
vote. The number of shares of the Company's Class A no par value common stock
(the "Common Stock"), outstanding and entitled to vote at the Annual Meeting is
8,603,500.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company, with the cost of solicitation borne by the Company. Solicitation
may be made by directors and officers of the Company. Solicitation may be made
by use of the mails, by telephone, facsimile and personal interview. The Company
does not expect to pay any compensation for the solicitation of proxies, except
to brokers, nominees and similar recordholders for reasonable expenses in
mailing proxy materials to beneficial owners.
If the enclosed Proxy is duly executed and received in time for the Annual
Meeting, it is the intention of the persons named in the Proxy to vote the
shares represented by the Proxy FOR the four nominees listed in this Proxy
---
Statement and FOR the other item listed in the Proxy, unless otherwise directed.
---
Any proxy given by a shareholder may be revoked before its exercise by notice to
the Company in writing, by a subsequently dated proxy, or at the Annual Meeting
prior to the taking of the shareholder vote. The shares represented by properly
executed, unrevoked proxies will be voted in accordance with the specifications
in the Proxy. Shareholders have one vote for each share of Common Stock held,
including the election of directors. Shareholders are not entitled to cumulate
their votes in the election of directors.
BUSINESS OF THE MEETING
There are two matters being presented for consideration by the shareholders
at the Annual Meeting, the election of four (4) directors and the approval of
Elliott Tulk Pryce Anderson as auditors of the Company.
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
--------------------------------------
GENERAL
The Company's Bylaws ("Bylaws") provide that the number of directors
must fall within a range of 2 to 9, the exact number to be determined by the
shareholders. Directors are elected for a term of one year and until their
successors have been elected and qualified. There are currently four (4)
directors of the Company.
INFORMATION WITH RESPECT TO NOMINEES
The following table set forth certain information with respect to the
nominees for director. The table includes their ages and their principal
occupations. All nominees have been directors since the Company was founded.
The table also indicates the number of shares of Common Stock beneficially owned
by each individual on September 30, 1997 (including exercisable options) and the
percentage of Common Stock outstanding on that date that the individual's
holdings represented.
<TABLE>
<CAPTION>
SHARES AND
PERCENTAGE
OF COMMON STOCK
NAME AND AGE PRINCIPAL OCCUPATION BENEFICIALLY OWNED
------------ OF DIRECTOR AS OF SEPT. 30, 1997
----------- --------------------
<S> <C> <C>
James E. Smith, Ph.D. 47 Chairman of the Board of 3,240,000 shares
Directors and Full Professor, 35%
Mechanical and Aerospace
Engineering Department,
West Virginia University
John G. Robertson 56 President and Chief Executive 3,233,600 shares
Officer 34.5%
Patrick Badgley 54 Vice President, REGI U.S., Inc. 96,000 shares
1.0%
Paul E. Lamarche 55 Consultant 90,000 shares
.96%
</TABLE>
<PAGE>
JAMES EARL SMITH PH.D. - CHAIRMAN OF THE BOARD OF DIRECTORS
- -----------------------------------------------------------
Dr. Smith is a founder and Chairman of the Board of Directors. Dr. Smith is a
full Professor in the Mechanical and Aerospace Engineering Department, West
Virginia University, Morgantown, West Virginia. Since September 1990, Dr. Smith
has been a Director of the Center for Industrial Research Applications, West
Virginia University. Since February 1994, Dr. Smith has been President and a
Director of Integral Visions Systems, Inc. a West Virginia corporation engaged
in the business of 3-D machine vision calorimetry. Since September 1992, Dr.
Smith has been President and a Director of Integral Concepts, Inc., a West
Virginia corporation engaged in the business of technology transfer from the
research to the commercial sector. From April 1992 to March 1994, Dr. Smith was
a consultant to CK Engineering, Inc., located in Montreal, Canada, which is
engaged in the business of mechanism analysis and development. From January
1992 to March 1993, Dr. Smith was a consultant to Reg Technologies, Inc. located
in Richmond, British Columbia which is engaged in the business of mechanism
analysis and development. Dr. Smith holds the degree of Doctor of Philosophy in
Mechanical Engineering from West Virginia University.
JOHN G. ROBERTSON - PRESIDENT, PRINCIPAL EXECUTIVE OFFICER AND A MEMBER OF THE
- ------------------------------------------------------------------------------
BOARD OF DIRECTORS
- ------------------
Mr. Robertson is a founder, President, Principal Executive Officer and a member
of the Board of Directors of the Company. Since May 1977, Mr. Robertson has
been President and a member of the Board of Directors of SMR Investments Ltd., a
British Columbia corporation engaged in the business of management and
investment consulting. Since October 1984, Mr. Robertson has been President and
a Director of Reg Technologies, Inc., a British Columbia corporation engaged in
the business of developing a rotary engine. Since June 1994, Mr. Robertson has
been President of REGI U.S., Inc. ("REGI U.S."), an Oregon corporation which is
engaged the business of developing a rotary engine. REGI U.S. is controlled by
Rand Energy Group, Inc., a British Columbia corporation of which Reg
Technologies, Inc. is the majority shareholder. Since May 1980, Mr. Robertson
has been President and a Director of Teryl Resources Corp., a British Columbia
corporation, engaged in exploring and developing gold properties. Since
February 1979, Mr. Robertson has been President and Director of Flame Petro-
Minerals Exploration Co., a British Columbia corporation engaged in exploration
of oil, gas and gold properties.
PATRICK BADGLEY - A MEMBER OF THE BOARD OF DIRECTORS
- ----------------------------------------------------
Mr. Badgley is a founder and a member of the Board of Directors of the Company.
Since February 1994, Mr. Badgley has been a Vice President of REGI U.S., and
since July 1993 has been a Director of Reg Technologies, Inc. From November
1986 to February 1994, Mr. Badgley was the Director of Research and Development
for Adiabatics, Inc., an Indiana corporation, which was engaged in the business
of advanced engine concepts. Prior to this he worked for Cummins Engine
Company, Curtiss Wright Corporation and Deere and Company. Mr. Badgley holds a
Bachelor of Mechanical Engineering degree from the Ohio State University,
Columbus, Ohio.
PAUL E. LAMARCHE - A MEMBER OF THE BOARD OF DIRECTORS
- -----------------------------------------------------
Mr. Lamarche is a founder and member of the Board of Directors. Mr. Lamarche is
a consultant in the automotive power train engine field. Since 1996, he has been
a consultant for REGI US and Reg Technologies, Inc. and since 1990 has been a
Director of Pioneer Automotive, driveline division, and President to Neotech
Industries, Inc., which is engaged in the business of engineering services
(automotive). Since 1994, Mr. Lamarche has been a director for the driveline
dynamics group for Aerotek Engine
<PAGE>
Services, a Michigan corporation. Mr. Lamarche holds a Bachelor of Science
degree from the University of Waterloo, Ontario, Canada.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE
ELECTED AS DIRECTORS.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND MANAGEMENT
The following sets forth information concerning the Board of Directors
and management of the Company during the fiscal year ended April 30, 1997.
BOARD OF DIRECTORS
The Company held three (3) Board meetings in fiscal 1997. Each director
attended all of the meetings of the Board of Directors.
BOARD COMMITTEES
The Board of Directors does not have any committees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
All directors and officers of the Company filed statement of changes in
Beneficial Ownership in a timely manner during fiscal 1997.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information with respect to the executive
officer who is not a director of the Company. All executive officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
Age as of
Name April 30, 1997 Position
---- -------------- --------
<S> <C> <C>
Jennifer Lorette 24 Secretary, Treasurer, Principal
Accounting Officer and Chief
Financial Officer
</TABLE>
Ms. Lorette is a founder, Secretary/Treasurer, Principal Financial Officer and
Principal Accounting Officer of the Company. Since April 1994, Ms. Lorette has
been Vice President of Administration of Reg Technologies Inc. Since June 1994,
Ms. Lorette has been a Vice President of REGI U.S. and Chief Financial Officer
and Vice President of Flame Petro Minerals Corp. From February 1994 to April
1994, Ms. Lorette was an executive assistant and from December 1992 to February
1994, she was a receptionist at Reg Technologies, Inc.
<PAGE>
COMPENSATION OF DIRECTORS AND OFFICERS
A management fee of $2,500.00 per month is paid to Access Information
Services, Inc., a corporation controlled by John Robertson. Further, the sum of
$1,500.00 is paid to Access Information Services, Inc. for rent and secretarial
services.
Dr. Smith receives a fee of $2,500.00 per month in his capacity as a
consultant to the Company.
Paul Lamarche was paid a total of $6,000 during fiscal 1997 by the Company
for consulting services.
No other compensation, other than the stock options discussed below, is
paid to any director or officer. The Company may in the future create
retirement, pension, profit sharing, insurance and medical reimbursement plans
covering its officers and directors. At the present time, no such plans exist.
No advances have been made or are contemplated by the Company to any of its
officers or directors.
STOCK OPTIONS GRANTED
The Company issued options on December 19, 1996, to the Company's officers
and directors, exercisable at $2.25 per share, to acquire shares of Common Stock
as follows:
James Smith, Ph.D. 150,000
John Robertson 150,000
Jennifer Lorette 50,000
Patrick R. Badgley 50,000
Paul Lamarche 50,000
The options have an expiration date of December 19, 2001, and do not expire
upon termination of employment.
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND HELD AT END OF FISCAL 1997
The following table sets forth certain information concerning exercises of
stock options pursuant to stock option plans by the named executive officers and
directors during the year ended April 30, 1997, and stock options held at year
end.
<PAGE>
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised Options at
Options at Year End Year End
------------------- ----------------------
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John G. Robertson -0- -0- 150,000 -0- $ 37,500 -0-
Jennifer Lorette -0- -0- 50,000 -0- $ 12,500 -0-
Patrick Badgley -0- -0- 50,000 -0- $ 12,500 -0-
Dr. James Smith 60,000 $145,000 240,000 -0- $240,000 -0-
Paul Lamarche 7,000 $ 13,230 93,000 -0- $109,250 -0-
</TABLE>
(1) The calculation of the value of unexercised options is based on the
difference between the last sale price of $2.50 per share for the Company's
Common Stock on Wednesday, April 30, 1997, as reported by NASD, and the
exercise price of each option, multiplied by the number of shares covered by
the option.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 1997, the outstanding
Common Stock of the Company owned of record or beneficially by each person who
owned of record, or was know by the Company to own beneficially, more than 5% of
the Company's Common Stock, and the name and shareholdings of each officer and
director and all officers and directors as a group. A person is deemed to be the
beneficial owner of securities that can be acquired by such person within 60
days from such date upon the exercise of options. Each beneficial owner's
percentage ownership is determined by assuming that options that are held by
such person and which are exercisable within 60 days from the date are
exercised.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Percentage of
Class A Class A
Name Shares Owned Shares Owned
- -------------------------------------------------------------------------------------------
<S> <C> <C>
James Earl Smith[1]
Chairman of the Board of Directors 3,240,000 35%
- -------------------------------------------------------------------------------------------
John G. Robertson[1][2] President and member of
the Board of Directors 3,233,600 34.5%
- -------------------------------------------------------------------------------------------
Jennifer Lorette[1]
Secretary/Treasurer, Chief Financial Officer and 106,000 1.1%
Principal Accounting Officer
- -------------------------------------------------------------------------------------------
Patrick Badgley[1] 96,000 1.0%
- -------------------------------------------------------------------------------------------
Paul E. Lamarche[1] 90,000 .96%
- -------------------------------------------------------------------------------------------
ALL OFFICERS & DIRECTORS AS A GROUP 6,765,600 72.3%
(FIVE INDIVIDUALS)
- -------------------------------------------------------------------------------------------
</TABLE>
All shares are held beneficially and of record and each record shareholder has
sole voting and investment power.
[1] These individuals are the officers and directors of the Company and may be
deemed to be "parents or founders" of the Company as that term is defined
in the Rules and Regulations promulgated under the Securities Act of 1933,
as amended. Includes options to purchase shares of Common Stock.
[2] 3,000,000 shares are registered in the name of Access Information Services,
Inc., a corporation controlled by Mr. Robertson.
TRANSACTIONS WITH DIRECTORS
Dr. Smith, a full professor at West Virginia University ("WVU") and
the Company's Chairman of the Board of Directors, organized the development of
the concept of the toroidal helical antenna ("THA") at WVU. Pursuant to the
terms of his employment at WVU, WVU and West Virginia University Research
Corporation ("WVURC") own world wide rights to any invention made or developed
by WVU personnel. Accordingly the ownership rights to the THA belong to WVU and
WVURC.
<PAGE>
On April 12, 1994, WVURC granted an exclusive license to Integral Concepts,
Inc. ("ICI") which is owned by Dr. Smith: (1) to manufacture THAs and to license
others to do so; and (2) to sublicense others to manufacture, market, sell
copies of, license and distribute THAs. The consideration for the license was:
(1) $1.00 and (2) a royalty of $3,000.00 per year or 10% of the net revenues
received by ICI which ever is greater.
ICI entered into an option agreement with SMR Investments Ltd. ("SMR"), a
corporation owned by Sue Robertson, the wife of John Robertson, dated November
18, 1994, and amended December 16, 1994. The option agreement provided that ICI
would issue a sublicense to SMR for the THA subject to the payment of $250,000;
a 3% royalty from gross sales; and a subsequent public entity to be established.
The Company was organized by SMR and John Robertson as a result thereof. ICI
retained all military applications and resulting procurement interests. The
contract period relating to the three percent royalty to be paid to ICI
commences when sales are made by SMR/the Company and continue during the life of
the agreement between ICI and SMR. The term of the foregoing agreement is
perpetual as is the agreement between WVURC and ICI.
On December 13, 1994, SMR assigned the rights to the foregoing agreement
with ICI to the Company in consideration of $50,000 advanced by Access
Information Services, Inc.; 3,000,000 shares of Common Stock to be issued by the
Company to Dr. Smith; and, 3,000,000 shares of Common Stock issued to Access
Information Services, Inc.
On December 13, 1994, the Company issued 3,000,000 shares of Common Stock
to James E. Smith, Ph.D. and 3,000,000 shares of Common Stock to Access
Information Services, Inc., pursuant to the foregoing agreement dated December
13, 1994. The value assigned to the 3,000,000 shares of Common Stock issued to
Dr. Smith was a total of $0.50 and the value assigned to the 3,000,000 shares of
Common Stock issued to Access Information Services Inc. was $0.50. The valuation
of the 3,000,000 shares of Common Stock issued to Dr. Smith and Access
Information Services, Inc. was arbitrarily determined by the Company's Board of
Directors. The $250,000 has been paid to ICI and was a one time payment.
On July 10, 1995, ICI entered into a sublicense with the Company, wherein
ICI granted to the Company the exclusive worldwide right to manufacture, sell
copies of, sublicense and distribute the process and equipment related to the
design, construction and operation of the THA and to further sublicense to
others the rights to manufacture, sell copies of, license and distribute the
same, excluding all military applications and procurement interests. The July
10, 1995 sublicense agreement was the culmination of the agreements between ICI
and SMR, and SMR and the Company. On December 27, 1995, SMR assigned all of its
rights and duties in the THA technology to the Company. The purpose of this
assignment was to assign any and all rights or duties which may have been held
by SMR as a result of the option agreement dated November 18, 1994, as amended
on December 16, 1994, it being understood that the foregoing option agreement
was nothing more than an agreement in principle.
<PAGE>
The Company has entered into a fixed-price contract with Emergent
Technologies Corporation ("ETC") to fund the prototype development and testing
of specific applications of THA Technology. ETC is currently completing
additional research and development on the antenna and its commercial
applications for the Company.
The Company entered into a joint venture agreement with ETC on March 4,
1997, to fund and develop a research and development laboratory and
manufacturing facility through a new corporation, The Eclipse Antenna
Manufacturing Corporation ("TEAM"). The Company and ETC jointly own TEAM and
granted to TEAM certain rights to sell and manufacture the antennas. All sales
of antennas by TEAM will be for the credit of either the Company or ETC,
according to the end-user. However, the Company and ETC retained the rights to
sublicense certain rights, including development and manufacturing rights to
relating to the Technology.
On March 4, 1997, the sublicense agreement with ICI was amended to reduce
the amount of the royalty payable by the Company by 50% over the next 3 years
and to clarify that the Company's rights pertain to commercial applications,
excluding military and governmental applications, and enlarged the definition of
Technology to include all future enhancements to the THA technology developed by
ICI, ETC, or the Company.
To date, there have not been any other transactions between the Company and
its officers, directors, principal shareholders or affiliates other than as set
forth above. The Company believes that the transactions described here were on
terms more favorable to the Company's officers and directors than otherwise
could be obtained if such transactions were with non-related parties.
PROPOSAL NO. 2 - APPROVAL OF AUDITORS
-------------------------------------
The Board of Directors recommends that Elliott Tulk Pryce Anderson serve as
auditors of the Company until the next Annual Meeting. Elliott Tulk Pryce
Anderson, independent Chartered Accountants, performed the audit of the
consolidated financial statements for the Company for the year ended April 30,
1997. Representatives of Elliott Tulk Pryce Anderson will not be present at the
Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
OTHER BUSINESS
--------------
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented for
a vote at the Meeting, the proxy holders will vote shares represented by
properly executed proxies in their discretion in accordance with their judgment
on such matters.
<PAGE>
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
October 14, 1997 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John G. Robertson
---------------------
John G. Robertson
President
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF
IAS COMMUNICATIONS INC.
PLEASE SIGN AND RETURN IMMEDIATELY
----------------------------------
I, the undersigned shareholder of IAS COMMUNICATIONS INC. (the "Company"),
hereby nominate, constitute and appoint John Robertson, the President and a
Director of the Company, or failing him,____________________ (with full power to
act alone), as my true and lawful attorney, with full power of substitution, to
vote for me and in my name, place and stead all of the stock of the Company
standing in my name and on its books on October 10, 1997 (the "Record Date"), at
the Annual Meeting of Shareholders to be held at the offices of Vandeberg
Johnson & Gandara, One Union Square, 600 University Street, Suite 2424, Seattle,
WA 98101, at 1:00 p.m., on Wednesday, November 12, 1997, or at any adjournments
thereof, with all the powers the undersigned would possess if personally
present, as follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
AND WILL BE VOTED "FOR" THE INDIVIDUALS AND THE PROPOSITION LISTED BELOW UNLESS
THE SHAREHOLDER, BY SO SIGNIFYING IN THE SPACES PROVIDED BELOW, WITHHOLDS
AUTHORITY TO VOTE FOR THEM OR VOTES AGAINST SAID PROPOSITION.
1. ELECTION OF DIRECTORS. ELECTING THE PERSONS LISTED BELOW TO SERVE AS
DIRECTORS FOR THE ENSUING YEAR.
John Robertson FOR [ ] WITHHOLD [ ]
Patrick Badgley FOR [ ] WITHHOLD [ ]
Dr. James Smith FOR [ ] WITHHOLD [ ]
Paul Lamarche FOR [ ] WITHHOLD [ ]
2. APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, CHARTERED ACCOUNTANTS, AS AUDITORS
OF THE COMPANY UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING.
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
3. OTHER MATTERS. In their discretion, upon such other matters as may properly
come before the meeting.
The Board of Directors recommends a vote "FOR" the individuals and the
proposition listed above.
DATED_______________________________, 1997.
__________________________________ ____________________________________
Name of Shareholder (please print) Name of Shareholder (please print)
__________________________________ ____________________________________
Signature of Shareholder Signature of Shareholder
No. of Shares:___________
<PAGE>
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL JOINT OWNERS
MUST SIGN. WE URGE YOU TO SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE TO
NEVADA AGENCY & TRUST COMPANY, 50 WEST LIBERTY STREET, SUITE 880, RENO, NV.
- ---------------------------------------------------------------------------
89501 -WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
- -----
ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO ITS EXERCISE.
<PAGE>
NOTES TO FORM OF PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY POLL AS REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE INSTRUCTIONS
ARE CERTAIN). IF THE SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO ANY OF
THE ITEMS ABOVE BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE THE
SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT CHOICE. (IN THE
ABSENCE OF INSTRUCTIONS MADE ON A FORM OF PROXY, IT IS THE INTENTION OF THE
MANAGEMENT DESIGNEE, IF NAMED AS PROXY, TO VOTE FOR THE APPROVAL OF ALL OF THE
MATTERS REFERRED TO IN THE NOTICE OF MEETING.)
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR
VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT
TO OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
A Shareholder has the right to designate a person (who need not be a shareholder
of the Company), other than directors, officers of the Company and the
management designee, to attend and act for him at the Meeting. Such right may
be exercised by inserting in the blank space provided in the Form of Proxy, the
name of the person to be designated and deleting therefrom, the names of the
management designee or by completing another proper form of proxy and delivering
same to the office of the Transfer Agent of the Company, Nevada Agency & Trust
Company, 50 West Liberty Street, Suite 880, Reno, NV, 89501 - no later than
forty-eight (48) hours (excluding Saturdays, Sundays, and Holidays) before the
time set for the Meeting or any adjournment thereof.
The Form of Proxy, to be valid, must be signed by the Shareholder or by his
attorney duly authorized in writing, or, if the Shareholder is a corporation,
the Form of Proxy shall be executed by an officer of such corporation or by an
attorney duly authorized in writing. If the Form of Proxy is executed by an
attorney for an individual shareholder or by an officer or attorney of a
corporate shareholder, the instrument so empowering the officer or attorney, as
the case may be, or a notarial copy thereof, must accompany the Form of Proxy.
A proxy to be effective must be deposited at the office of the Transfer Agent of
the Company, no later than forty-eight (48) hours (excluding Saturdays, Sundays
and holidays) before the time set for the Meeting or any adjournment thereof.
