<PAGE>
Schedule 14A--Information Required In Proxy Statements (Official Text)
SCHEDULE 14A INFORMATION STATEMENT
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 (S) 240.14a-11(c) or (S) 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)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
...................................................................
(2) Aggregate number of securities to which transaction applies:
...................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
...................................................................
(4) Proposed maximum aggregate value of transaction:
...................................................................
(5) Total fee paid:
...................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................
(2) Form, Schedule or Registration Statement No.:
.......................................
(3) Filing Party:
.......................................
(4) Date Filed:
.......................................
<PAGE>
IAS COMMUNICATIONS, INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 9, 1998
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 in meeting room 216 of the
Holiday Inn, Vancouver Airport, 10720 Cambie Road, in Richmond, British
Columbia, Canada on Monday, November 9, 1998, at 10:00 a.m. for the purpose of
considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect five (5) Directors for a term of one
year or until their successors have been elected and qualified.
2. AMENDMENT OF BYLAWS. Amend the Bylaws of the Company to authorize the
Directors to fix the number of directors at any number between 2 and 9
3. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as
auditors until the close of the next Annual Meeting.
4. 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 September 24,
1998 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 21, 1998 BY ORDER OF THE BOARD OF DIRECTORS
Jennifer Lorette, Secretary
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, please sign and date your
Proxy card.
1
<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 22, 1998 for use in connection with the Annual Meeting of
Shareholders (the "Annual Meeting") of IAS Communications, Inc. (the "Company")
to be held on Monday, November 9, 1998. Only those shareholders of record at
the close of business on September 24, 1998, the record date, 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 9,549,350.
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 five nominees listed in this Proxy
Statement and FOR the other items 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 three matters being presented for consideration by the shareholders at
the Annual Meeting, the election of five (5) directors, the approval of an
amendment to the Bylaws of the Company 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. At the Annual Meeting it is proposed by John G. Robertson, President of
the Company, and Patrick Badgley, both members of the Board of Directors, that
the shareholders approve an amendment to the Bylaws of the Company to allow a
majority of the Board of Directors then in office to determine the number of
directors (the "Amendment"). If the Amendment is approved, Mr. Robertson and Mr.
Badgley propose that there will be five (5) directors. If the Amendment is not
approved, there will continue to be four (4) directors.
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.
Mr. Robertson and Mr. Badgley propose that Mr. Vandeberg be elected a director
if the Amendment is approved by the shareholders. All other 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 24,
1998 (including exercisable options) and the percentage of Common Stock
outstanding on that date that the individual's holdings represented.
<TABLE>
<CAPTION>
SHARES
PRINCIPAL OCCUPATION BENEFICIALLY OWNED
NAME AND AGE OF DIRECTOR AS OF SEPT. 24, 1998
------------ -------------------- --------------------
<S> <C> <C>
James E. Smith, Ph.D. 47 Chairman of the Board of 3,200,005 shares
Directors and Full Professor, 33.5%
Mechanical and Aerospace
Engineering Department,
West Virginia University
John G. Robertson 56 President and Chief Executive 3,197,200 shares
Officer 33.5%
Patrick Badgley 54 Vice President, REGI U.S., Inc. 90,000 shares
0.94%
Paul E. Lamarche 55 Consultant 85,000 shares
0.89%
James L. Vandeberg 54 Partner, Vandeberg Johnson & 25,000 shares
Gandara 0.26%
</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.
<PAGE>
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 Services, a Michigan corporation. Mr.
Lamarche holds a Bachelor of Science degree from the University of Waterloo,
Ontario, Canada.
JAMES L. VANDEBERG - NOMINEE FOR THE BOARD OF DIRECTORS
Mr. Vandeberg is a partner in the Seattle, Washington law firm of Vandeberg
Johnson & Gandara. He has served as counsel to the Company since 1996. Mr.
Vandeberg graduated cum laude from the University of Washington with a Bachelor
of Arts degree in accounting in 1966, and from New York University School of Law
in 1969, where he was a Root-Tilden Scholar. He became a member of the
Washington Bar Association in 1969 and of the California Bar Association in
1973. Mr. Vandeberg's practice focuses on the corporate finance area, and he
specializes in securities and acquisitions. He is a member and former director
of the American Society of Corporate Secretaries. Mr. Vandeberg was previously
general counsel and secretary of two NYSE companies.
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, 1998.
BOARD OF DIRECTORS MEETINGS
The Company held one (1) Board meeting in fiscal 1998. Each director attended
the meeting.
BOARD COMMITTEES
The Board of Directors does not have any committees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, other
than Mr. Badgley and Mr. Lamarche, who filed no forms during the year, no
officer, director or beneficial owner of more than ten percent of the Common
Stock of the Company failed to file on a timely basis reports required to be
filed by Section 16(a) of the Exchange Act during the most recent fiscal year.
EXECUTIVE OFFICER WHO IS NOT A DIRECTOR
<PAGE>
The following table sets forth information with respect to the executive officer
who is not a director of the Company. Such executive officer is elected
annually by the Board of Directors and serves at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
Age as of
Name April 30, 1998 Position
---- -------------- --------
<S> <C> <C>
Jennifer Lorette 26 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.
SIGNIFICANT EMPLOYEES:
LARRY HAWKS
Mr. Hawks has been appointed Vice President in charge of Research and
Development and the Chief Engineer for the CTHA project. Mr. Hawks has
extensive experience in ELF, VLF & RF technology. Mr. Hawks has worked for the
Hebrew University in Israel (responsible for radiation studies). He was
previously Engineering Manager in charge of all divisional engineering
operations for producing and design of the IBM PC Junior for AMP Corp. Mr.
Hawks is currently the Chief Engineer for ACM (a division of Eikenberry
Associates in Kokomo, Indiana, an injection molding company).
BARCLAY HAMBROOK P. ENG. MBA
Mr. Hambrook has been appointed Vice President of Business Development. Mr.
Hambrook has acted as advisor to the Company having completed it's initial
business plan in 1996. He had been active in the communications industry over
the last five years and successfully negotiated the establishment of technology
driven joint venture companies in Asia, Europe and North America. Mr. Hambrook
is a principal of Enercana Capital which provides corporate finance services.
STEVE GULYAS
Mr. Gulyas has been appointed Vice President of Sales for the Company's CTHA
project for commercial applications. Mr. Gulyas is an experienced salesperson
with several important connections in the telecommunications industry. He has
introduced the CTHA to several major potential end users.
<PAGE>
FAMILY RELATIONSHIPS - none.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
To the best knowledge of the Officers and Directors of the Company, neither the
Company nor any of its Officers, Directors or nominees are parties to any legal
proceeding or litigation other than as described below. Further, the Officers
and Directors know of no threatened or contemplated legal proceedings or
litigation other than as described below. None of the Officers and Directors
have been convicted of a felony or none have been convicted of any criminal
offense, felony and misdemeanor relating to securities or performance in
corporate office. To the best of the knowledge of the Officers and Directors,
no investigations of felonies, misfeasance in office or securities
investigations are either pending or threatened at the present time.
The Company was sued in April 1998 in a civil action filed in U.S. District
Court for the District of Oregon (the "Oregon Litigation"). The Plaintiff, Kurt
L. Vanvoorhies ("Plaintiff"), seeks money damages and equitable relief against
the Company alleging patent infringement by the Company for the CTHA. The
Company has notified WVU of this claim and will assist WVU in the defense. Two
patents were granted for the CTHA to WVU; one in August 1995, and another in
August 1997. The Plaintiff's patent was approved on March 31, 1998. Based upon
the information available to the Company at this time, the Company believes that
the Plaintiff's alleged claim of infringement is without legal or factual basis.
The Plaintiff in the Oregon Litigation is also a defendant in a pending civil
action in the U.S. District Court for the Northern District of West Virginia
brought by WVU (the "West Virginia Litigation") claiming that the CTHA invention
is owned by WVU. As alleged in the West Virginia Litigation, the Company
believes that the patent rights for the CTHA technology belongs to WVU and
therefore based on the license, the Company owns the world wide rights to the
CTHA commercial applications. The Company intends to vigorously defend the
Oregon Litigation. Dr. James Smith, the Chairman of the Board of the Company,
has been sued by Plaintiff in a third party complaint in the West Virginia
Litigation together with WVU and Integral Concepts, Inc.
COMPENSATION OF DIRECTORS AND OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid for services
rendered to the Company during the last three fiscal years by the Company's
Chief Executive Officer and the Company's most highly compensated executive
officers who served as such at the end of the last fiscal year. No executive
officer had an annual salary and bonus in excess of $100,000 during such year.
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------- ------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (1)
- ------------------ ---- ---------- --------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
John G. Robertson 1998 -0- -0- -0- -0-
President, Chief 1997 -0- -0- -0- -0-
Executive Officer 1996 -0- -0- -0- 150,000
James E. Smith 1998 $15,000 -0- -0- -0-
Chairman and 1997 $30,000 -0- -0- -0-
Director 1996 $30,000 -0- -0- -0-
Patrick Badgley 1998 -0- -0- -0- -0-
Director 1997 -0- -0- -0- -0-
1996 -0- -0- -0- 50,000
Paul Lamarche 1998 $ 8,000 -0- -0- -0-
Director 1997 $ 6,000 -0- -0- -0-
1996 -0- -0- -0- 50,000
Jennifer Lorette 1998 -0- -0- -0- -0-
Vice President 1997 -0- -0- -0- -0-
1996 -0- -0- -0- 50,000
</TABLE>
_____________________
(1) Represents options granted under the Company's 1996 Stock Option Plan.
A management fee of $2,500.00 per month is accrued for payment to Access
Information Services, Inc., a corporation controlled by Robertson. Further, the
sum of $1,500.00 is accrued for payment to Access Information Services, Inc. for
rent and secretarial services.
A fee of $2,500.00 per month is accrued for payment to Dr. Smith in his capacity
as a director and as Chairman of the Board of Directors.
Mr. Lamarche is paid $8,000 per year by the Company.
No other compensation is paid to any of the Executive Officers or Directors of
the Company. 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
No stock options were granted to any of the Executive Officers or Directors
during the past fiscal year.
STOCK OPTIONS EXERCISED AND HELD AT YEAR END
<PAGE>
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, 1998 and stock options held at year
end.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised Options at
Options at Year End Year End (1)
-----------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John G. -0- -0- 150,000 -0- $337,500 -0-
Robertson
Jennifer Lorette -0- -0- 50,000 -0- $112,500 -0-
Patrick Badgley -0- -0- 90.000 -0- $122,500 -0-
Dr. James 40,000 $83,600 200,000 -0- $350,000 -0-
Smith
Paul Lamarche 8,000 $17,790 85,000 -0- $121,250 -0-
</TABLE>
(1) On April 30, 1998, the closing price of Common Stock was $2.12. For
purposes of the foregoing table, stock options with an exercise price less
than that amount are considered to be "in-the-money" and are considered to
have a value equal to the difference between this amount and the exercise
price of the stock option multiplied by the number of shares covered by the
stock option.
LONG TERM INCENTIVE PLAN AWARDS
The Company does not have any Long Term Incentive Plans.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
REPRICING OF OPTIONS
The Company has never repriced any outstanding options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 24, 1998, the outstanding Class
A 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
<PAGE>
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.
<TABLE>
<CAPTION>
==================================================================================================================
CLASS A PERCENTAGE OF CLASS A
NAME SHARES OWNED SHARES OWNED
<S> <C> <C>
__________________________________________________________________________________________________________________
James Earl Smith[1]
Chairman of the Board of Directors 3,200,005 33.5%
__________________________________________________________________________________________________________________
John G. Robertson[1][2] President and member of the Board of
Directors 3,197,200 33.5%
__________________________________________________________________________________________________________________
Jennifer Lorette[1]
Secretary/Treasurer, Chief Financial Officer and Principal 106,000 1.1%
Accounting Officer
__________________________________________________________________________________________________________________
Patrick Badgley[1] 90,000 0.94%
__________________________________________________________________________________________________________________
Paul E. Lamarche[1] 85,000 0.89%
__________________________________________________________________________________________________________________
ALL OFFICERS & DIRECTORS AS A GROUP (FIVE INDIVIDUALS) 6,678,205 69.9%
==================================================================================================================
</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.
CHANGES IN CONTROL
There are no arrangements known to the Company the operation of which may result
in a change of control of the Company.
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.
The Company has entered into a fixed-price contract with Emergent Technologies
Corporation ("ETC") to fund the prototype development and testing of specific
applica-
<PAGE>
tions 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE ELECTED
AS DIRECTORS. MR. ROBERTSON AND MR. BADGLEY RECOMMEND THAT YOU VOTE FOR MR.
VANDEBERG IN THE EVENT PROPOSAL NO. 2 IS APPROVED.
PROPOSAL NO. 2 - AMENDMENT OF BYLAWS
Article II, Section 1 of the Bylaws of the Company currently reads as follows:
Section 1. Number: The corporate powers, business and property of
the corporation shall be exercised, conducted and controlled by a Board of
Directors, unless otherwise changed by an amendment to the Bylaws. The
shareholders may by such an amendment increase or decrease the number of
the members of the Board of Directors of this corporation to any number of
not less than two (2) directors, nor more than nine (9) directors.
John G Robertson, President of the Company and Patrick Badgley, both members of
the Board of Directors, recommend that the shareholders approve an amendment to
the Bylaws to provide that Article II Section 1 read in full as follows:
Section 1. Number. The business and affairs of the Company shall be
managed by a board of not less than two (2) nor more than nine (9) directors,
with the number of directors to be determined by resolution of a majority of the
Board of Directors then in
<PAGE>
office. However no decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Each director shall hold office
until the next annual shareholders' meeting, or until his or her successor shall
have been elected.
This amendment to the Bylaws will allow the Company to change the size of the
board when warranted by business considerations without the need of a special
meeting of shareholders. Special meetings of shareholders are time-consuming and
costly. Many publicly-held companies have similar provisions in their bylaws.
Such a procedure is provided for under Oregon law. This amendment must be
approved by a majority of the shares represented at the Annual Meeting.
JOHN G. ROBERTSON AND PATRICK BADGLEY, BOTH MEMBERS OF THE BOARD OF DIRECTORS,
RECOMMEND A VOTE FOR PROPOSAL NO. 2.
PROPOSAL NO. 3 - 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. 3.
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.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
October 22, 1998 BY ORDER OF THE BOARD OF DIRECTORS
John G. Robertson, President
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
<PAGE>
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 September 24, 1998 (the "Record Date"), at the Annual Meeting of
Shareholders to be held in meeting room 216 at the Holiday Inn, Vancouver
Airport, 10720 Cambie road, Richmond, British Columbia, Canada at 10:00 a.m., on
Monday, November 9, 1998, 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 PROPOSITIONS 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.
Dr. James Smith FOR [ ] WITHHOLD [ ]
John Robertson FOR [ ] WITHHOLD [ ]
Patrick Badgley FOR [ ] WITHHOLD [ ]
Paul Lamarche FOR [ ] WITHHOLD [ ]
James L. Vandeberg FOR [ ] WITHHOLD [ ]
2. APPROVAL OF THE AMENDMENT TO THE BYLAWS OF THE COMPANY
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
3. 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
propositions listed above.
DATED_______________________________, 1998.
__________________________________ __________________________________
Name of Shareholder (please print) Name of Shareholder (please print)
__________________________________ __________________________________
Signature of Shareholder Signature of Shareholder
<PAGE>
No. of Shares: __________
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.
